UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of Western ) CERTIFICATE PURSUANT TO
Resources, Inc. on ) RULE 24 UNDER THE PUBLIC
Form U-1 (File No. 70-9097) ) UTILITY HOLDING COMPANY ACT OF 1935
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, Western Resources, Inc. ("WRI"), a Kansas public utility
holding company exempt from registration under section 3(a) of the Act pursuant
to Rule 2, hereby certifies, by the undersigned officer hereunto duly
authorized, that the proposed transactions involving the transfer of gas utility
assets by WRI to WAI, Inc. ("WAI"), a newly-formed Oklahoma corporation, and the
subsequent merger of ONEOK, Inc., an Oklahoma public utility company with and
into WAI, as proposed in WRI's application to the Securities and Exchange
Commission (the "Commission") on Form U-1 (File No. 70-9097) and authorized by
order of the Commission in Public Utility Holding Company Act Release No.
35-26783, dated November 24, 1997 (the "Order"), has been carried out in
accordance with the terms and conditions of and for the purposes represented by
the application and of the Commission's Order with respect thereto.
Exhibits
F-2.1 "Past Tense" Opinion of Counsel of John K. Rosenberg,
General Counsel of WRI
F-2.2 "Past Tense" Opinion of Counsel of Gable Gotwals Mock Schwabe
Kihle Gaberino
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Certificate to be signed on
its behalf by the undersigned thereunto duly authorized.
Western Resources, Inc.
By: /s/ John K. Rosenberg
John K. Rosenberg
Executive Vice President and
General Counsel
Dated: January 12, 1998
John K. Rosenberg, Esq.
January 12, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
As General Counsel of Western Resources, Inc. ("WRI"), a Kansas
corporation, I have acted as counsel to WRI with respect to the application (the
"Application") on Form U-1 to the Securities and Exchange Commission in File No.
70-9097, seeking the Commission's authorization of the proposed transactions. On
November 24, 1997, the Commission issued an order (HCAR No. 26783) granting the
Application. I am furnishing this opinion to you in connection with the
transactions contemplated by the Application.
As counsel for WRI, I am familiar with the nature and character of the
transactions. I am a member of the bar of the State of Kansas, the state in
which WRI is incorporated and conducts its utility operations. I am not a member
of the bar of the State of Oklahoma, in which WRI also conducted some of its
utility operations that were transferred as a part of the transactions. I do not
hold myself out as an expert in the laws of the State of Oklahoma.
In connection with this opinion, I have examined or caused to be examined
the Application and the various exhibits thereto, the minutes of various
meetings of the Board of Directors of WRI, the laws of the State of Kansas, the
certificate of incorporation and bylaws of WRI and such other documents as I
deem necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
A. All laws of the state of Kansas applicable to the transactions have been
complied with;
B. WRI legally acquired the common stock and Class A convertible preferred
stock of WAI, Inc., an Oklahoma Corporation, issued and sold in accordance with
the Commission's authorization of the transactions contemplated by the
Application; and
C. The consummation of the transactions contemplated by the Application did
not violate the legal rights of any holders of securities issued by WRI or any
associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
/s/ John K. Rosenberg, Esq.
Gable Gotwals Mock Schwabe Kihle Gaberino
A Professional Corporation
1000 ONEOK Plaza
100 West Fifth Street
Tulsa, Oklahoma 74103
January 12, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
As counsel to ONEOK, Inc., formerly WAI, Inc. ("WAI"), an Oklahoma
corporation, and ONEOK, Inc. ("ONEOK"), a Delaware corporation, we have acted as
counsel to WAI and ONEOK with respect to the matters described in the
application (the "Application") on Form U-1 to the Securities and Exchange
Commission filed by Western Resources, Inc. ("WRI") (File No. 70-9097), seeking
the Commission's authorization of the proposed transactions. On November 24,
1997, the Commission issued an order (HCAR No. 26783) granting the Application
and on November 26, 1997, the transactions contemplated by the Application were
consummated. We are furnishing this opinion to you in connection with such
transactions.
As counsel for WAI, the surviving corporation in the merger between WAI and
ONEOK, we are familiar with the nature and character of such transactions. We
are members of the bar of the State of Oklahoma, the state in which WAI is
incorporated, and in which WAI presently conducts part of its utility
operations.
In connection with this opinion, we have examined or caused to be examined
the Application and the various exhibits thereto, the minutes of various
meetings of the Board of Directors of WAI, the laws of the State of Oklahoma,
the general corporate laws of the State of Delaware, the certificate of
incorporation and bylaws of WAI and such other documents as we deem necessary
for the purpose of this opinion.
Based on the foregoing, we are of the opinion that:
A. All laws of the State of Oklahoma applicable to the transactions have
been complied with;
B. WAI is validly organized and duly existing;
C. The common stock and class A convertible preferred stock of WAI issued
in accordance with the Commission's authorization of the transactions
contemplated by the Application were validly issued, fully paid, and
non-assessable, and the holders thereof are entitled to the rights and
privileges appertaining thereto set forth in the corporate documents defining
such rights and privileges; and
D. The consummation of the transactions as described in the Application did
not violate the legal rights of any holders of securities issued by WAI, ONEOK
or any associate company thereof.
We hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
Gable Gotwals Mock Schwabe Kihle Gaberino
By /s/ Donald A. Kihle
Donald A. Kihle
