Exhibit F-1(a)
(LETTERHEAD OF THELEN REID & PRIEST LLP)
December 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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 reviewed the opinion of Berlack, Israels & Liberman LLP,
dated December 30, 1996 and filed as Exhibit F-1 to the Declaration and the
documents, instruments and agreements referenced therein. We have also examined
a copy of the Commission's Orders dated April 10, 1997 and March 26, 1997,
permitting the Declaration, as then amended, to become effective, and such other
documents, instruments and agreements and have made such further investigation
as we have deemed necessary as a basis for this opinion.
Members of this firm have acted as counsel to GPU and to its
subsidiaries for many years. In such capacity, we have
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participated in various proceedings relating to GPU and its subsidiaries, and we
are familiar with the terms of the outstanding securities of the corporations
comprising the GPU holding company system.
This opinion is limited to the federal laws of the United States. As
to all matters herein which are governed by the laws of the Commonwealth of
Pennsylvania, we have relied upon the opinion of Ryan, Russell, Ogden & Seltzer
LLP which is being filed as Exhibit F-2(a) to the Declaration.
Based upon and subject to the foregoing, and assuming (i) that the
transactions therein proposed are carried out in accordance with the
Declaration, and (ii) compliance by GPU with the applicable guarantee
limitations in its Amended and Restated Credit Agreement dated as of July 3,
1996, as amended, we are of the opinion that when the Commission shall have
entered an order permitting the Declaration, as amended, to become effective
forthwith,
(a) all State laws applicable to the proposed transactions
will have been complied with,
(b) GPU is validly organized and existing,
(c) the Guarantees will be valid and binding obligations of
GPU in accordance with their terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws affecting creditors'
rights generally and general principles of equity limiting the
availability of equitable remedies, and
(d) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued by
GPU or any "associate company" thereof, as defined in the Act.
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,
THELEN REID & PRIEST LLP
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