Exhibit F-2(d)
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
December 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc.
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 24, dated
September 19, 2000, to the Application on Form U-1, dated March 15, 1995, under
the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by
GPU, Inc. ("GPU") and certain of its subsidiaries, with the Securities and
Exchange Commission ("Commission"), and docketed by the Commission in SEC File
No. 70-8593, as amended by Post-Effective Amendment No. 25 thereto, dated
October 25, 2000, and as to be amended by Post-Effective Amendment No. 26
thereto, dated this date, of which this opinion is to be a part. (The
Application, as so amended and thus to be amended, is hereinafter referred to as
the "Application.")
The Application now contemplates, among other things,
extending until June 30, 2003 the period during which GPU may invest in: (i) one
or more subsidiary companies (each, a "Subsidiary Company") which will be
engaged in the business of owning interests in and securities of foreign utility
companies ("FUCOs") and/or exempt wholesale generators ("EWGs") (each, an
"Exempt Entity"), and (ii) Exempt Entities. Such involvement by GPU in
Subsidiary Companies and Exempt Entities may take the form of, among other
things, direct investments in Subsidiary Company securities ("Subsidiary
Securities"), guarantees or other similar undertakings ("Guarantees") by GPU
entered into to support obligations of Subsidiary Companies and Exempt Entities
and loans evidenced by promissory notes of subsidiary companies ("Subsidiary
Company Notes"), and the assumption of liabilities of Subsidiary Companies and
Exempt Entities.
<PAGE>
Securities and Exchange Commission
December 26, 2000
Page 2
We have examined copies, signed, certified or otherwise proven
to our satisfaction of the charter documents and by-laws of GPU. We have also
examined such other documents, instruments and agreements and have made such
further investigation as we have deemed necessary as a basis for this opinion.
We have been counsel to GPU for many years. We are members of
the Bar of the Commonwealth of Pennsylvania and do not purport to be expert in
the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion, insofar as
matters of Pennsylvania law are concerned, that,
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with (except that we express
no view with respect to any state "blue sky" or securities
laws that will have been complied with); and
(b) GPU is validly organized and duly subsisting in
the Commonwealth of Pennsylvania.
We hereby consent to the filing of this opinion as an exhibit
to the Application and in any proceedings before the Commission that may be held
in connection therewith.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
