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EXHIBIT 2
File 70-____
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
January 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application
Ladies and Gentlemen:
We refer to the Form U-1 Application (the "Application") filed by
UtiliCorp United Inc. ("UtiliCorp"), a Delaware corporation. Capitalized terms
and parties not defined herein shall have the meanings ascribed to such terms
and parties in the Application.
In the Application, UtiliCorp applies under Section 3(b) of the Public
Utility Holding Company Act of 1935, as amended ("1935 Act"), and Rule 10
thereunder for an order from the Securities and Exchange Commission ("SEC") to
exempt UtiliCorp N.Z. Limited ("UNZ"), a company organized under the laws of New
Zealand and operating solely in New Zealand. UNZ owns a 78.78% equity ownership
interest in United Networks Limited., a special purpose corporation organized
under the laws of New Zealand ("UNL") (formerly known as Power New Zealand
Limited). We have acted as counsel for UtiliCorp in connection with this
Application and, as such counsel, we are familiar with the corporate proceedings
taken and to be taken by UtiliCorp and its subsidiaries as described in the
Application.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of UtiliCorp, certificates of public officials,
certificates of officers and representatives of UtiliCorp and other documents as
we have deemed it necessary to require as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with authentic original documents of all documents submitted to
us as copies. When relevant facts were not independently established, we have
relied upon statements of governmental officials and upon representations made
by officers of UtiliCorp and other appropriate persons, and statements contained
in the Application
The opinions expressed below in respect of the transactions described
in the Application ("Transactions") are subject to the following assumptions or
conditions:
a. The Transactions shall have been duly authorized and approved to
the extent required by federal and state law and by the Board of
Directors of UtiliCorp;
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b. The SEC shall have duly entered an appropriate order or orders
granting the Application and permitting the Application to become
effective with respect to the Transactions;
c. The Transactions shall have been accomplished in accordance with
all approvals, authorizations, consents, certificates and orders
of any applicable state commission or regulatory authority
required for the consummation of the Transactions, and all such
required approvals, authorizations, consents, certificates and
orders shall have been obtained and remain in effect; and
d. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that, in the event that the
Transactions are completed in accordance with the Application, and subject to
the assumptions and conditions set forth above:
1. UtiliCorp will be validly organized and duly existing under the
laws of the State of Delaware; and
2. All state and federal laws applicable to the Transaction will
have been complied with.
3. UtiliCorp will legally, directly or indirectly, acquire any
securities that are part of the Transaction.
4. The consummation of the Transaction will not violate the legal
rights of the holders of any securities issued by UtiliCorp.
We hereby consent to the use of this opinion as an exhibit to the
Application. The opinions set forth herein are issued and expressed as of the
date hereof. We do not assume or undertake any responsibility to advise you of
changes in either fact or law which may come to our attention after the date
hereof.
Very truly yours,
Milbank, Tweed, Hadley & McCloy LLP
MDD
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