File No. 70-6179
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 8
TO
APPLICATION OR DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Monongahela Power Company
1310 Fairmont Avenue
Fairmont, WV 26554
The Potomac Edison Company
10435 Downsville Pike
Hagerstown, MD 21740-1766
West Penn Power Company
800 Cabin Hill Drive
Greensburg, PA 15601
(Name of company or companies filing this statement and addresses
of principal executive offices)
Allegheny Power System, Inc.
(Name of top registered holding company parent of each applicant
or declarant)
Nancy H. Gormley, Esq.
Allegheny Power System, Inc.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
The Applicants hereby further amend their Application or
Declaration on Form U-1 as follows:
1. By adding the following material to Item 2. Fees, Commissions and
Expenses:
The following estimated fees and expenses are expected to be
incurred by the Applicants in connection with the refunding
transactions:
Filing Fee - SEC '35 Act $ 2,000
Bond Counsel fees and expenses 45,000
Commission Counsel fees 7,500
Price Waterhouse 18,000
Printing expenses 18,000
Trustee's fees 15,000
Underwriter's Counsel fees and expenses 45,000
Blue Sky Fees 3,000
Rating Agency fees 58,000
Miscellaneous 5,000
2. By filing herewith the following materials as part of Item 6.
Exhibits and Financial Statements:
(a) Exhibits
F-1 Opinion of Counsel
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
MONONGAHELA POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
THE POTOMAC EDISON COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
WEST PENN POWER COMPANY
By NANCY H. GORMLEY
Nancy H. Gormley
Counsel
Dated: April 12, 1994
EXHIBIT F-1
April 12, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs:
Referring to Post-Effective Amendments Nos. 4, 5, 6, and 7 to the
Application or Declaration on Form U-1 filed with you by Monongahela Power
Company ("Monongahela"), The Potomac Edison Company ("Potomac Edison") and
West Penn Power Company ("West Penn", collectively with Monongahela and
Potomac Edison, the "APS Companies"), under the Public Utility Holding Company
Act of 1935 with respect to the issuance of three series of pollution control
revenue bonds (the "Bonds") by The County Commission of Pleasants County, West
Virginia (the "County Commission"), and the contemporaneous issuance of a note
by each of the APS Companies to support the issuance of the Bonds (the
"Notes"), I have examined such documents and questions of law as I deemed
necessary to enable me to render this opinion.
I understand that the Bonds will be offered by the County
Commission in a negotiated sale to underwriters; that the issuance of the
Notes has been duly authorized by the Boards of Directors of Monongahela,
Potomac Edison and West Penn; that all amendments necessary to complete the
above-mentioned Application or Declaration and to complete Monongahela's
applications with the Ohio Public Utility Commission and the Public Service
Commission of West Virginia, Potomac Edison's applications with the Public
Service Commission of Maryland, the Virginia State Corporation Commission and
the Public Service Commission of West Virginia, and West Penn's application
with the Pennsylvania Public Utility Commission, have been filed; and that all
other necessary corporate action by the Boards of Directors and officers of
Monongahela, Potomac Edison and West Penn in connection with the issuance of
the Notes has been or will be taken prior thereto.
Based upon the foregoing, I am of the opinion that:
(1) Monongahela is validly incorporated and duly existing and is
in good standing under the laws of the State of Ohio; and
(2) Potomac Edison is validly incorporated and duly existing and
is in good standing under the laws of the State of Maryland and the
Commonwealth of Virginia; and
<PAGE>
(3) West Penn is validly incorporated and duly existing and is
in good standing under the laws of the Commonwealth of Pennsylvania; and
(4) Provided that (a) the actions outlined above shall have been
duly taken, (b) the above-mentioned Application or Declaration and state
applications as so amended, shall have become effective or been approved
pursuant to appropriate orders of the respective regulatory commissions, and
(c) the Bonds shall have been offered, issued and sold and the Notes shall
have been issued, all in accordance with the procedures outlined above and in
accordance with the orders of the appropriate regulatory commissions, then:
(i) All state laws applicable to the proposed
transaction will have been complied with; and
(ii) The Note to be issued by Monongahela to
secure the Bonds will be a valid and binding
obligation of Monongahela in accordance with its
terms; and
(iii) The Note to be issued by Potomac Edison to
secure the Bonds will be a valid and binding
obligation of Potomac Edison in accordance with its
terms; and
(iv) The Note to be issued by West Penn to
secure the Bonds will be a valid and binding
obligation of West Penn in accordance with its terms;
and
(v) The consummation of the proposed
transactions will not violate the legal rights of the
holders of any securities issued by Monongahela,
Potomac Edison or West Penn or any associate company
thereof.
This opinion does not relate to State Blue Sky or securities laws.
I hereby consent to the filing of this opinion as an exhibit by
Post-Effective Amendment to the above-mentioned Application or Declaration.
Very truly yours,
NANCY H. GORMLEY
Nancy H. Gormley
