Exhibit F-1(d)
(LETTERHEAD OF THELEN REID & PRIEST LLP)
December 26, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 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.
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We have reviewed the opinion of Berlack, Israels & Liberman
LLP, dated December 17, 1997 and filed as Exhibit F-1(c) to the Application and
the documents, instruments and agreements referenced therein. We have also
examined a copy of the Commission's Order dated December 22, 1997, granting the
Application, 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 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(d) to the Application.
We have assumed that (i) each Subsidiary Company will be duly
formed and validly existing in accordance with the respective laws of the
jurisdiction of incorporation of such Subsidiary Company; (ii) at the time of
their issuance and delivery, the Subsidiary Securities, Guarantees and
Subsidiary Company Notes will have been duly authorized, executed and delivered
by the issuer thereof; (iii) the execution, delivery and performance of each
Subsidiary Security, Guarantee and Subsidiary Company Note will not violate any
applicable law or any restriction imposed by any court or governmental body
having jurisdiction over the issuer thereof; (iv) with respect to any Subsidiary
Securities, the issuer will have received consideration therefor at least equal
to the par or stated value (or equivalent amount) of such security; and (v) GPU
will comply with the applicable limitations on guarantees and unsecured debt
contained in the credit facilities and guarantees to which it is subject.
Based upon and subject to the foregoing, and assuming that the
transactions therein proposed are carried out in accordance with the
Application, we are of the opinion that when the Commission shall have entered
an order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
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(b) GPU is validly organized and existing,
(c) in the case of Subsidiary Securities which
constitute equity securities, such securities
will be validly issued, fully paid and nonassessable,
(d) in the case of (i) Subsidiary Securities which
constitute debt securities, (ii) Subsidiary Company
Notes, and (iii) Guarantees, such instruments will be
valid and binding obligations of the respective issuers
or guarantors thereof 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,
(e) GPU will legally acquire the Subsidiary
Securities and Subsidiary Company Notes, and
(f) 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 Application 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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