Exhibit F-2(a)
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
December 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GPU, Inc., et al.
Declaration on Form U-1
SEC File No. 70-8937
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Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated September 19,
2000, to the Declaration on Form U-1, dated October 18, 1996, under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc.
("GPU"), GPU Service, Inc. and GPU International, Inc., with the Securities and
Exchange Commission ("Commission"), and docketed by the Commission in SEC File
No. 70-8937, and as to be amended by Post-Effective Amendment No. 2 thereto,
dated this date, of which this opinion is to be a part. (The Declaration, as
thus to be amended, is hereinafter referred to as the "Declaration.")
The Declaration requests authority for GPU to guarantee the debt and
other obligations of its direct and indirect subsidiaries that engage in
brokering and marketing of electricity, natural gas and other energy commodities
throughout the United States from time to time through December 31, 2003, in an
aggregate principal amount of up to $150 million (the guarantee agreements being
referred to herein as "Guarantees").
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.
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Securities and Exchange Commission
December 11, 2000
Page 2
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
Declaration and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
