EXHIBIT F
July 13, 2000
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
Referring to the Application or Declaration on Form U-1
previously filed by Monongahela Power Company ("Monongahela
Power") under the Public Utility Holding Company Act of
1935, as amended, in File No. 70-9625 in the matter of the
proposed acquisition of Mountaineer Gas, as described in the
Application of which this Opinion is a part, I have examined
or caused to be examined such documents and questions of law
as I deemed necessary to enable me to render this opinion.
I understand that the actions taken in connection with the
proposed Transactions will be in accordance with the
Application; that all amendments necessary to complete the
above-mentioned Application will be filed with the
Commission; and that all other necessary corporate action by
the Board of Directors and Officers in connection with the
described Transaction has been or will be taken prior
thereto.
Based upon the foregoing, I am of the opinion that if
the said Application is permitted to become effective and
the proposed Transaction are consummated in accordance
therewith: (a) all required state laws applicable to the
proposed Transaction will have been complied with; and (b)
the consummation of the proposed Transaction will not
violate the legal rights of the holders of any of the
securities issued by Monongahela Power or by any associate
or affiliate company.
I consent to the use of this Opinion as part of the
Application that has been filed by Monongahela Power.
Sincerely,
/S/ ROBERT R. WINTERS
Robert R. Winters
<PAGE>
