Exhibit F-1(a)
[LETTERHEAD OF THELEN REID & PRIEST 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 Berlack, Israels & Liberman LLP,
dated July 16, 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 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 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, and we are familiar with the
terms of the outstanding securities of the corporations comprising the GPU
holding company system.
With respect to all matters of Pennsylvania law, we have relied upon
the opinion of Ryan, Russell, Ogden & Seltzer LLP which opinions is being filed
as Exhibit F-2(a) to the aforesaid Rule 24 Certificate.
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 State 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 or any
"associate company" thereof, as defined in the Act.
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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,
Thelen Reid & Priest LLP
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