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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.,
Declaration on Form U-1
SEC File No. 70-7670
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Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 3, dated September 18,
2000, to the Declaration on Form U-1, dated August 3, 1989, under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc.
("GPU") with the Securities and Exchange Commission ("Commission"), and docketed
by the Commission in SEC File No. 70-7670, and as to be amended by
Post-Effective Amendment No. 4 thereto, dated this date, of which this opinion
is to be a part. (The Declaration, as so amended and thus to be amended, is
hereinafter referred to as the "Declaration.")
The Declaration contemplates the issuance and sale by GPU from time
to time through December 31, 2010 of up to an additional 2,500,000 shares of its
common stock, par value $2.50 per share (the "Additional Common Stock"), to
stockholders pursuant to GPU's Dividend Reinvestment and Stock Purchase Plan
(the "Plan").
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,
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Securities and Exchange Commission
December 11, 2000
Page 2
(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
