Amendment No. 1 to
SEC File No. 70-8323
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue
Morristown, New Jersey 07960
(Name of company filing this statement and
address of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicant)
Don W. Myers, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman
M.A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
R.S. Cohen, Esq.
Jersey Central Power & Light
Company
300 Madison Avenue
Morristown, New Jersey 07960
_________________________________________________________________
(Names and addresses of agents for service)
<PAGE>
JCP&L hereby amends its Declaration on Form U-1,
docketed in SEC File No. 70-8323, as follows:
1. By amending the second sentence of paragraph D of Item
1 thereof to read in its entirety as follows:
Drawings on the L/Cs would bear interest at not
more than 5% above the letter of credit bank's
prime rate, as in effect from time to time; for
example, assuming a prime rate of 6%, the maximum
rate of interest would be 11%.
2. By amending Item 2 thereof to read in its entirety as
follows:
"ITEM 2. FEES, COMMISSIONS AND EXPENSES
Declarant estimates that the fees, commissions and
expenses in connection with the proposed transactions
will be as follows:
SEC Filing Fee $ 2,000
Legal Fees
Berlack, Israels & Liberman 4,000
Richard S. Cohen, Esq. 500
Miscellaneous 1,500
$ 8,000"
3. By filing the following exhibits in Item 6 thereof:
A-1 - Form of Letter of Credit.
A-2 - Form of Reimbursement Agreement.
B - Form of Endorsement to Insurance Policy.
F-1 - Opinion of Berlack, Israels & Liberman.
F-2 - Opinion of Richard S. Cohen, Esq.
1
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
JERSEY CENTRAL POWER & LIGHT COMPANY
By: __________________________________
Don W. Myers, Vice President
and Treasurer
Date: March 7, 1994
<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
A-1 - Form of Letter of Credit.
A-2 - Form of Reimbursement Agreement.
B - Form of Endorsement to Insurance Policy.
F-1 - Opinion of Berlack, Israels & Liberman.
F-2 - Opinion of Richard S. Cohen, Esq.
<PAGE>
Exhibit A-1
(Form of Letter of Credit)
(Date)
IRREVOCABLE LETTER OF CREDIT NO. __________
(Insurance Company)
(Address)
Attn:
By order of our client, Jersey Central Power & Light Company, we
hereby establish this Irrevocable Letter of Credit No. _______ in
your favor for an amount up to but not exceeding the aggregate
sum of U.S. Dollars (US $_______), effective immediately, and
expiring at the offices of the bank on __________ unless renewed
as hereinafter provided.
Funds under this Letter of Credit are available to you against
your sight draft(s) signed by your authorized corporate officer
drawn on us bearing the clause "Drawn under Credit No.
___________." The sight draft must be accompanied by the
original Letter of Credit, and a statement by you that the
applicant has not performed its obligations as outlined in the
Deductible Endorsement to the Workers' Compensation and
Employer's Liability Insurance Policy No. ________ of the
applicant in an amount equal to or greater than the amount of the
draft. The sight draft and accompanying documentation shall be
presented to us at our office located at
____________________________ .
This Letter of Credit will be automatically renewed for a one-
year period upon the expiration date set forth above and upon
each anniversary of such date, unless at least sixty (60) days
prior to such expiration date, or prior to an anniversary of such
date, we notify both you and your client in writing by registered
mail that we elect not to so renew this Letter of Credit.
Upon receipt by you of our notice of election not to renew this
Letter of Credit, you may draw hereunder by your sight draft(s)
drawn on us and bearing the clause "Drawn under Credit No.
________." The sight draft must be accompanied by the original
Letter of Credit and a statement by you that the applicant has
not delivered a substitute Letter of Credit as required by the
Deductible Endorsement.
1
<PAGE>
This Letter of Credit sets forth in full the terms of our
undertaking. Such undertaking shall not in any way be modified,
amended or amplified by reference to any document or instrument
referred to herein or in which this Letter of Credit is referred
to or to which this Letter of Credit relates and any such
reference shall not be deemed to incorporate herein by reference
to any document or instrument.
All bank charges and commissions incurred in this transaction are
for the applicant's account.
We hereby agree with the drawer of drafts drawn under and in
compliance with the terms of this credit that such drafts will be
duly honored upon presentation to the drawee. This Letter of
Credit may not be transferred.
This Letter of Credit is subject to and governed by the Laws of
the State of New York and the 1983 Revision of the Uniform
Customs and Practice for Documentary Credits of the International
Chamber of Commerce (Publication 400) and, in the event of any
conflict, the Laws of the State of New York will control. If
this credit expires during an interruption of business as
described in Article 19 of said Publication 400, the bank hereby
specifically agrees to effect payment if this Credit is drawn
against within 30 days after the resumption of business.
Very truly yours,
(BANK)
Authorized Signatory
2
<PAGE>
Exhibit A-2
STANDBY LETTER OF CREDIT APPLICATION FORM
TERMS AND CONDITIONS
In consideration of _________________ (the "Bank") issuing
or amending its standby letter of credit or banking guarantee or
requesting another institution to issue its standby letter of
credit or guarantee against the Bank's counter-guarantee or
supporting letter of credit, all in substantial compliance with
the instructions set out on the reverse hereof and the Bank's
usual practice, the Applicant hereby agrees with the Bank as
follows:
1. In this Agreement:
"Applicant" means each party signing this Application for
Standby Letter of Credit on the reverse hereof;
"Beneficiary" means the party in favor of whom or which the
Applicant has requested the Bank to issue the Credit and in
the case of transferable Credit, each transferee designated
by such Beneficiary but, where the Bank has issued a
counter-guarantee or supporting letter of credit to another
institution as authorized on the reverse hereof,
"Beneficiary" means the party in favour of whom or which the
counter-guarantee or supporting letter of credit has been
issued;
"Branch" means the branch or office first designated on the
reverse hereof;
"Credit" means the standby letter of credit which the
Applicant has requested the bank to issue in substantial
compliance with the instructions on the reverse hereof and
the Bank's usual practice or any bank guarantee which the
Bank is authorized to issue in lieu thereof or a counter-
guarantee or supporting letter of credit which the Bank is
authorized to issue pursuant hereto and, to the extent that
the Credit is transferable, each Credit issued in transfer
thereof;
"Drawing" means any demand or request for payment under the
Credit, in accordance with the provisions of the Credit and
includes any payment of the proceeds of the Credit made or
to be made by the Bank into court or otherwise to the credit
of the outcome of any action or proceeding;
"Foreign Currency" means any currency other than Local
Currency;
"Local Currency" means currency of the country in which the
Branch is situate.
2. The Bank is hereby irrevocably authorized and directed to
pay forthwith any Drawing purporting to be made by a
Beneficiary or any other person to whom the Bank is
authorized to make payment pursuant to paragraph 10 hereof
up to the maximum amount and in the currency specified in
the Credit. The Bank may effect such payment without
1
<PAGE>
reference to, confirmation of or verification by the
Applicant, it being expressly agreed that any Drawing as
aforesaid shall be, as between the Applicant and the Bank,
the Bank's irrevocable and sufficient authority for making
payment under the Credit.
3. The Applicant agrees, forthwith upon demand, to provide the
Bank with funds to meet all Drawings that the Bank is to pay
under the Credit or to reimburse the Bank for each Drawing
that the Bank has paid under the Credit and, if required by
the Bank in its sole discretion, to prepay all amounts for
which the Bank might become liable under the Credit.
Subject to paragraphs 6, 7 and 8 hereof, each prepayment or
reimbursement shall be in the currency in which the Bank is
to make, has made or may be called upon to make payments
under the Credit.
4. The Applicant shall pay the Bank on demand its fees in
respect of the Credit or in respect of services in relation
to the Credit in such amounts or at such rates as are
established and as may be varied from time to time by the
Bank and as are set out in the Bank's schedule of charges
current at the time of the Bank's demand for its fees or as
may be otherwise agreed in writing between the Bank and the
Applicant and in such currency as the Bank may determined to
be appropriate. Without limiting the generality of the
foregoing or paragraph 5 below, the Applicant further agrees
that it will, in addition, prepay or reimburse the Bank on
demand, as the Bank may require, for all charges and
expenses to be incurred by the Bank or already incurred by
it at the time of demand in connection with the Credit
including without limitation charges and expenses of other
banks or other parties to be paid by the Bank on behalf of
the Applicant.
5. The Applicant hereby indemnifies and agrees to hold the Bank
harmless from all losses, damages, costs, demands, claims,
expenses and other consequences which the bank may incur,
sustain or suffer, other than pursuant to its own negligence
or wilful misconduct, as a result of issuing or amending the
Credit or enforcing or protecting the provisions hereof,
including without limitation legal and other professional
expenses reasonably incurred by the Bank and whether
incurred in defending any action brought against the Bank to
compel payment under the Credit or to restrain the Bank from
making payment thereunder in any proceedings brought by or
on behalf of a Beneficiary or the Applicant, or in any
proceedings brought by the Bank against the Applicant, any
guarantor of the Applicant's liabilities to the Bank
hereunder or with respect to the Applicant's or any
guarantor's property charged or pledged to the Bank for the
purpose of protecting, taking possession thereof, holding or
realizing thereon, or otherwise in connection herewith. The
Applicant further agrees that the Bank shall not be liable
for issuing a bank guarantee in lieu of a standby letter of
credit as authorized on the reverse hereof, for any choice
of another institution to issue a standby letter of credit
or guarantee against the Bank's counter-guarantee or
2
<PAGE>
supporting letter of credit, or for any act or omission of
such institution whether in issuing a standby letter of
credit or guarantee on instructions of the Bank or
otherwise.
6. If the Applicant fails to pay when due any amount payable by
the Applicant to the Bank, then, subject to the provision
otherwise of any agreement in writing between the Applicant
and the Bank, the Applicant shall, after the date of its
default, pay the Bank the Local Currency equivalent of the
overdue amount determined as of the date on which the Branch
receives notice of the payment under the Credit or of the
requirement for prepayment with respect thereto in
accordance with the Branch's usual practice and shall pay
the Bank interest on the balance of such Local Currency
amount calculated and payable monthly not in advance from
and including the date when due to but excluding the date of
payment in full at the variable nominal rate per annum equal
at all times to the Bank's prime rate of interest for loans
to customers of the Branch in Local Currency. The Bank's
prime rate of interest for loans to its customers in a
currency is the reference interest rate per annum declared
by the Bank from time to time to be its prime or base rate
for loans to customers of the Branch in that currency.
7. The Bank may charge all amounts payable to the Bank pursuant
to the provisions hereof to any account or accounts the
Applicant maintains with the Bank. Where an account is
denominated in a currency other than the currency in which
the Applicant owes payment to the Bank, the Bank may charge
to the account such amount as will enable the Branch to
purchase in accordance with the Branch's usual practice, the
currency required to provide for payment of the Bank.
Notwithstanding the aforesaid, nothing herein shall oblige
the Bank to charge any amount to an account of the
Applicant, nor shall the Bank be liable for any
appropriation from any account or among accounts that it may
make pursuant hereto. The debiting of an amount to the
customer's account as provided for herein shall constitute
the Bank's demand for payment of such amount unless the Bank
has otherwise demanded payment in respect thereof.
8. The Applicant shall make all payments required of it
hereunder or with respect hereto in the currency required
hereby (the "required currency") unless otherwise agreed
between the Applicant and the Bank. However, if a court or
tribunal of competent jurisdiction orders any payment due in
required currency to be made in any other currency
(hereinafter referred to as "judgment currency") then
payment shall be made as so ordered provided that if any
payment in judgment currency made as aforesaid is
insufficient to enable the Bank on the date of its receipt
to purchase in accordance with the Branch's usual practice
the amount of required currency of which the Applicant owed
payment to the Bank, then the Applicant shall pay the Bank
such additional sum in judgment currency as is necessary to
ensure that the amount the Applicant pays the Bank in
judgment currency when converted as aforesaid is sufficient
3
<PAGE>
to produce the amount of the Applicant's payment obligation
denominated in required currency. Each amount payable by
the Applicant pursuant to this paragraph as an additional
sum shall be due to the Bank as a separate debt.
9. Except as otherwise expressly provided, the Credit, if in
the form of a letter of credit, shall be subject to Uniform
Customs and Practice for Documentary Credits of the
International Chamber of Commerce current at the time of the
issuance of the Credit ("UCP"). Without limitation thereof
and in the case of a bank guarantee or counter-guarantee
neither the Bank nor its employees shall be responsible for
the form, sufficiency, accuracy, genuineness, falsification
or legal effect of any documents received under the Credit,
or any failure by the Bank's agents or correspondents to
carry out their instructions, or for any loss or delay in
transit, in transmission or in the mail of the Credit, or
any amendments or messages pertaining thereto, or for any
error arising from translation or from interpretation of
technical terms, or for loss arising out of the interruption
of business by acts of God, riots, civil commotions,
insurrections, war, labour disputes, or any other cause
beyond the control of the Bank or its employees. Subject to
any instructions set out on the reverse hereof and except in
the case of the Bank's delivery of the Credit or any
amendment thereto to the Applicant for delivery to the
Beneficiary, the Applicant authorizes the Bank to issue or
amend the Credit by mail, including ordinary mail, by
teletransmission or by courier in accordance with the Bank's
usual practice for credits of the type for which the
Applicant has applied hereby.
10. In the case of a bank guarantee or counter-guarantee and,
notwithstanding any provision in UCP to the contrary in the
case of a letter of credit, the Bank may accept as complying
with the terms of the Credit any documents or instruments or
both required by the Credit to be completed, signed,
presented or delivered by a Beneficiary which have been
completed, signed, presented or delivered by a receiver,
trustee in bankruptcy, assignee for the benefit of
creditors, secured party or other like person believed in
good faith by the Bank to be lawfully entitled to the
property of the Beneficiary in the Credit and the Bank may
make payments under the Credit to such person. The
provisions of this paragraph 10 are inserted for the sole
benefit of the Bank and may not be relied upon by any other
person whatsoever.
11. The provisions hereof shall apply to the Credit and any
transfer thereof as varied from time to time with the
consent of the Applicant and other requisite parties and
this Agreement shall be binding upon the Applicant and the
Applicant's respective heirs, executors, administrators,
successors and assigns.
12. This Agreement and all rights, obligations and liabilities
arising hereunder shall be governed by and construed in
accordance with the laws of the place where the Branch is
situate. If this Agreement is executed by more than one
4
<PAGE>
Applicant, the liabilities of the Applicants to the Bank
hereunder shall be joint and several.
13. The undersigned hereby confirms its express wish that this
agreement and any documents related thereto be drawn up in
English only and declares to be satisfied therewith, the
whole without prejudice to any such agreement or document
which may from time to time be drawn up in French only or in
both French and English.
5
<PAGE>
Exhibit B
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
Effective January 1, 1994
NEW JERSEY LARGE RISK - LARGE DEDUCTIBLE ENDORSEMENT
This endorsement applies to the insurance provided by:
Part One (Workers Compensation Insurance)
Part Two (Employers Liability Insurance) and
Part Three (Other States Insurance)
1. This endorsement applies between you and us. It does not
affect the rights of others under the policy. Nor does it
change our obligations under Part One, Part Two or Part
Three of the policy, except as otherwise stated in this
endorsement.
2. In consideration of a reduced premium, you have agreed to
reimburse us up to the deductible amounts stated in the
Schedule at the end of this endorsement for all payments
legally required, included allocated loss adjustment expense
which arises out of any claim or suit we defend, where you
elect to include such expense.
3. We will remain responsible for the full payment of all
claims under this policy without regard to your ability or
intention to reimburse us for the deductible amounts. The
contract of insurance shall be fully enforceable by your
employees or their dependents against us in accordance with
NJSA 34:15-83.
Deductible - Each Occurrence/Each Claim
4. The deductible amount stated in the Schedule is the most you
must reimburse us for indemnity and medical benefits and
damages combined, including allocated loss adjustment
expense if elected by you, for bodily injury to one or more
employees as the result of any one accident or for
disablement of one employee due to bodily injury by disease.
Deductible - Policy Aggregate
5. The amount stated in the Schedule as aggregate is the most
you must reimburse us for the sum of all indemnity and
medical benefits, damages, and allocated loss adjustment
1
<PAGE>
expense if elected by you, because of bodily injury by
accident or bodily injury by disease for the policy period.
(a) If we cancel the policy, the aggregate amount stated in
the Schedule will be reduced to a pro rata amount based
on the time this policy was in force.
(b) If you cancel the policy as a result of your retiring
from business, the aggregate deductible amount will be
reduced to a pro rata amount based on the time this
policy was in force.
(c) If you cancel the policy for any reason other than
retiring from business, the aggregate deductible amount
will not be reduced.
(d) If this policy is issued for a term of less than one
year, the aggregate deductible amount will not be
reduced.
Effect of Deductible on Limits of Liability
6. The applicable limits of liability as respects Part Two
(Employers Liability Insurance) are subject to reduction by
the application of the loss reimbursement amount(s)
applicable to any claim for accident or disease covered by
this policy. In the event of a claim, our obligation to pay
is the amount available for benefits or damages that remains
after the application of the specific loss reimbursement
amount. The payment of loss adjustment expense, where such
expense is elected by you, will not affect the limits of
liability.
Allocated Loss Adjustment Expense
7. Allocated loss adjustment expense, which is electable by
you, means claims expenses directly allocated by us to a
particular claim. Such expense shall not include cost of
investigation or the salaries and traveling expenses of our
employees other than those salaried employees who perform
services which can be directly allocated to the handling of
a particular claim.
Recovery From Others
8. If we recover any payments made under this policy from
anyone liable for the injury, the amount we recover will be
applied as follows:
(a) First, to any payments made by us in excess of the
deductible amount; and
2
<PAGE>
(b) Then the remainder, if any, will be applied to reduce
the deductible amount reimbursable by you.
Cancelation
9. If you fail to reimburse us for any amounts as required by
this endorsement, we may cancel this policy for nonpayment
in accordance with the provisions of statute. We will
remain fully responsible for the full amount of all claims
incurred prior to the effective date of cancelation.
Sole Representation
10. The first Named Insured stated in the Information Page will
act on behalf of all the named insureds with respect to:
(a) Changes to this endorsement
(b) Obligations to receive premiums
(c) Giving or receiving notice of cancelation
Your Duties and Understandings
11. All bodily injuries by accident or disease for which you are
responsible shall be promptly reported to us for adjustment
and payment, regardless of their severity or cost. You
further understand that all such bodily injuries and their
cost shall be included in experience data used to determine
the experience rating for your policy, regardless of the
eligibility of such claims for full or partial reimbursement
under the deductible provisions of this policy.
Other Rights and Duties
12. All other terms of the policy, including those which govern
the following items, apply irrespective of this deductible
endorsement:
(a) Our right and duty to defend any claim, proceeding or
suit against you and
(b) Your duties if injury occurs.
Additional Charges
13. The surcharges for the Second Injury Fund and Uninsured
Employers Fund and the premium charge for the expense
constant are not part of the Large Risk - Large Deductible
Program but are included in the total cost of the coverage
3
<PAGE>
provided by the policy to which this endorsement is
attached.
4
<PAGE>
Schedule
Coverage Deductible Amount Basis
Bodily Injury by Accident $ each accident
Bodily Injury by Disease $ each employee
All Covered Bodily Injury $ aggregate
(Dollar Amount or "None")
5
<PAGE>
EXHIBIT F-1
March 7, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Jersey Central Power & Light Company
SEC File No. 70-8323
Gentlemen:
We have examined the Declaration on Form U-1, dated
December 16, 1993, under the Public Utility Holding Company Act
of 1935 (the "Act"), filed by Jersey Central Power & Light
Company ("JCP&L") with the Securities and Exchange Commission
(the "Commission"), which has been docketed in SEC File No. 70-
8323, and Amendment No. 1 thereto, dated this date, of which this
opinion is to be a part. (The Declaration, as so amended and as
thus to be amended, is hereinafter referred to as the
"Declaration").
The Declaration contemplates the entering into by JCP&L
of letter of credit reimbursement agreements ("Reimbursement
Agreements") in respect of letters of credit which JCP&L proposes
to deliver to its insurance carrier providing workers
compensation and liability insurance coverage.
We have examined copies, signed, certified or otherwise
proven to our satisfaction, of the Restated Certificate of
Incorporation and By-Laws of JCP&L, each as amended to date. 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.
We have been counsel to General Public Utilities
Corporation ("GPU"), and its subsidiary, JCP&L, for many years.
In that connection we have participated in various proceedings
relating to the issuance of securities by GPU and its
subsidiaries and we are familiar with the terms of the
outstanding securities of the corporations comprising the GPU
holding company system.
As to all matters of New Jersey law, we have relied on
the opinion of Richard S. Cohen, Esq., which is being filed as
Exhibit F-2 to the Declaration.
<PAGE>
Securities and Exchange Commission
March 7, 1994
Page 2
Based upon the foregoing and assuming that the
transactions therein proposed are carried out in accordance with
the Declaration, we are of the opinion that when the Commission
shall have entered an order forthwith permitting the Declaration
to become effective:
14. all state laws applicable to the proposed
transactions will have been complied with;
15. JCP&L is each validly organized and existing;
16. The Reimbursement Agreements will be valid and
binding obligations of JCP&L in accordance with
their respective terms, subject to the effect of
any applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws
affecting creditors' rights generally and general
principles of equity limiting the availability of
equitable remedies; and
17. the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by JCP&L or any "associate
company" thereof as that term is defined in the
Act.
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,
BERLACK, ISRAELS & LIBERMAN
<PAGE>
EXHIBIT F-2
March 7, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Jersey Central Power & Light Company
SEC File No. 70-8323
Gentlemen:
I am Corporate Counsel of Jersey Central Power & Light
Company ("JCP&L") and have examined the Declaration on From U-1,
dated December 16, 1993, under the Public Utility Holding Company
Act of 1935 (the "Act"), filed by JCP&L with the Securities and
Exchange Commission (the "Commission"), which has been docketed
in SEC File No. 70-8323, and Amendment No. 1 thereto, dated this
date, of which this opinion is to be a part. (The Declaration,
as so amended and as thus to be amended, is hereinafter referred
to as the "Declaration").
The Declaration contemplates the entering into by JCP&L of
letter of credit reimbursement agreements ("Reimbursement
Agreements") with respect to letters of credit which JCP&L
proposes to deliver to its insurance carrier providing workers
compensation and liability insurance coverage.
I have examined copies, signed, certified or otherwise
proven to my satisfaction, of the Restated Certificate of
Incorporation and By-Laws of JCP&L, each as amended to date. In
addition, I have examined such other instruments, agreements and
documents and made such other investigation as I have deemed
necessary as a basis for this opinion.
In that connection I have participated in various
proceedings relating to the issuance of securities by JCP&L and I
am familiar with the terms of the outstanding securities of
JCP&L.
<PAGE>
Securities and Exchange Commission
March 7, 1994
Page 2
Based upon the foregoing and assuming that the transactions
therein proposed are carried out in accordance with the
Declaration, I am of the opinion insofar as the laws of the State
of New Jersey are concerned, that when the Commission shall have
entered an order forthwith permitting the Declaration to become
effective:
1. all laws of the State of New Jersey applicable to the
proposed transactions will have been complied with;
2. JCP&L is duly incorporated and validly existing under
the laws of the State of New Jersey;
3. the Reimbursement Agreements will be valid and binding
obligations of JCP&L in accordance with their
respective terms, subject to the effect of any
applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors'
rights generally and general principles of equity
limiting the availability of equitable remedies; and
4. the consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by JCP&L.
I 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,
Richard S. Cohen
<PAGE>
