Exhibit F-2(a)
[LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER LLP]
December 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc.
Declaration on Form U-1
SEC File No. 70-8843
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Ladies and Gentlemen:
We refer to the Declaration on Form U-1, dated April 12, 1996, as
amended by Amendment No. 1 thereto, dated July 16, 1996, Amendment No. 2
thereto, dated August 15, 1996 and Amendment No. 3 thereto, dated August 22,
1996, under the Public Utility Holding Company Act of 1935 (the "Act"), filed by
GPU, Inc. a Pennsylvania corporation ("GPU"), with the Securities and Exchange
Commission (the "Commission") and docketed in SEC File No. 70-8843. (The
Declaration, as thus amended, is hereinafter referred to as the "Declaration").
The Declaration contemplated, among other things, the issuance and
sale by GPU from time to time through December 31, 2001 of up to $300,000,000
aggregate principal amount of unsecured debentures ("Debentures").
We have reviewed the opinion of Ballard Spahr Andrews & Ingersoll,
dated July 16, 1996 and filed as Exhibit F-2 to the Declaration and the
documents, instruments and agreements referenced therein. We have also examined
a copy of the Commission's Order dated August 23, 1996, permitting the
Declaration, as then amended, to become effective. We have also examined a copy
of the Certificate Pursuant to Rule 24 of Completion of Transactions, dated this
date, under the Act, with which this opinion is being filed, certifying to the
completion of the transactions proposed in the Declaration. In addition, we have
examined such other instruments, agreements and documents and made such other
investigation as we have deemed necessary as a basis for this opinion.
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Members of this firm have acted as Pennsylvania counsel to GPU and
to its subsidiaries for many years. In such capacity, we have participated in
various proceedings relating to GPU and its subsidiaries.
Based upon the foregoing, and assuming that all action under state
"Blue Sky" laws to permit the consummation of the subject transactions has been
completed, we are of the opinion that:
(a) All Pennsylvania laws applicable to the proposed
transactions have been complied with;
(b) GPU, the issuer of the Debentures, is validly
organized and duly subsisting;
(c) The Debentures are valid and binding obligations of GPU in
accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and other laws affecting
creditors' rights generally and general equitable principles; and
(d) The consummation of the proposed transactions did not violate
the legal rights of the holders of any securities issued by GPU,
Pennsylvania Electric Company, Metropolitan Edison Company or York Haven
Power Company.
We hereby consent to the filing of this opinion as an exhibit to the
Rule 24 Certificate and in any proceedings before the Commission that may be
held in connection therewith.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
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