Exhibit F-2
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(LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER LLP)
January 18, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have examined the Declaration on Form U-1, dated January 18,
2001, under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission,
of which this opinion is to be a part. (The Declaration is hereinafter referred
to as the "Declaration").
The Declaration contemplates, among other things, the issuance of a
guarantee by GPU (the "Guarantee") of the obligations of its wholly-owned
subsidiary, MYR Group, Inc. ("MYR"), under a Credit Agreement, dated November
28, 2000 ("Credit Agreement"), with Bank One, NA as administrative agent and as
the initial lender. The Credit Agreement permits borrowings by MYR from time to
time in an aggregate amount not to exceed $50 million outstanding at any one
time.
We have been Pennsylvania counsel to GPU and to its Pennsylvania
subsidiaries for many years. In such capacity, we have participated in various
proceedings relating to GPU and its Pennsylvania 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, including the Credit
Agreement and the form of Guarantee, and have made such further investigation as
we have deemed necessary as a basis for this opinion.
We are members of the Bar of the Commonwealth of Pennsylvania and do
not purport to be experts on the laws of any other jurisdiction.
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Securities and Exchange Commission
January 18, 2001
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
(a) all Pennsylvania laws applicable to the issuance
by GPU of the Guarantee 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. Thelen Reid & Priest LLP may rely on this opinion, as if
it were directly addressed to them, in rendering their opinion filed as Exhibit
F-1 to the Declaration.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
