Exhibit F-2(a)
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
December 7, 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. 70-8695
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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 September 13, 1995, 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 on SEC file No. 70-8695, as amended by Post-Effective
Amendment No. 2 thereto, dated October 13, 2000, and as to be amended by
Post-Effective Amendment No. 3 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 issue and sale by GPU from time to
time through December 31, 2005 of additional authorized but unissued shares or
previously reacquired shares of its common stock, par value $2.50 per share (the
"Additional Common Stock"), pursuant to certain employee savings plans (the
"Savings Plans") for employees of GPU and its subsidiaries.
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 7, 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
