File No. 70-9153
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM U-1 APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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National Fuel Gas Company NFR Power, Inc.
10 Lafayette Square 165 Lawrence Bell Drive, Suite 120
Buffalo, New York 14203 Williamsville, New York 14221
(Names of companies filing this statement
and addresses of principal executive offices)
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NATIONAL FUEL GAS COMPANY
(Name of top registered holding company)
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A. M. Cellino, R. J. Kreppel,
Secretary President
National Fuel Gas Company NFR Power, Inc.
10 Lafayette Square 165 Lawrence Bell Drive, Suite 120
Buffalo, New York 14203 Williamsville, New York 14221
(Names and addresses of agents for service of process)
It is requested that the Commission send copies of all
notices, orders and communications to:
Mark D. Buri, Esq.
National Fuel Gas Company
Suite 1500
10 Lafayette Square
Buffalo, New York 14203
<PAGE>
Item 6. Exhibits and Financial Statements.
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The following is hereby added and made part of this post-effective
amendment:
Exhibits
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C Opinion of Counsel (attached)
SIGNATURES
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.
Dated: October 22, 1999
NATIONAL FUEL GAS COMPANY
By /s/ Anna Marie Cellino
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A. M. Cellino
Secretary
NFR POWER, INC.
By /s/ Robert J. Kreppel
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R. J. Kreppel
President
Exhibit C
October 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: National Fuel Gas Company, File No. 70-9153
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Ladies and Gentlemen:
As counsel for National Fuel Gas Company ("National Fuel"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), and its subsidiary companies, I deliver to you this opinion for filing
as Exhibit C to Post-Effective Amendment No. 1 to the Application-Declaration
referenced above. Briefly stated, National Fuel and NFR Power, Inc. are seeking
authority to add NFR Power, Inc. to the National Fuel Money Pool previously
authorized under File No. 70-9153.
In connection with the above, I have examined:
(i) the Post-Effective Amendment, as amended; and
(ii) such other documents, record and matters of law as I
deemed necessary to enable me to render this opinion;
Based upon the foregoing and relying thereupon and to the extent
ascertainable in advance, I am of the opinion that if the above-referenced
transactions are consummated in accordance with the Post-Effective Amendment:
(i) all state and federal laws applicable to the proposed
transactions will have been complied with; and
(ii) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by National Fuel, or by any
associate company thereof.
I am admitted to practice law in the State of New York. I do not hold
myself out as an expert on the laws of any other state or offer any opinion on
such laws.
<PAGE>
Securities and Exchange Commission
October 22, 1999
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.
Sincerely,
NATIONAL FUEL GAS COMPANY LEGAL DEPARTMENT
By: /s/ Mark D. Buri
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Mark D. Buri, Attorney
