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Exhibit 1
DOMINION RESOURCES, INC.
2000 Series A, 8 1/8% Senior Notes, Due June 15, 2010
UNDERWRITING AGREEMENT
June 21, 2000
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
Four World Financial Center
New York, New York 10080
Ladies and Gentlemen:
The undersigned, Dominion Resources, Inc. (the Company), hereby confirms
its agreement with the several Underwriters named in Schedule II hereto (the
Agreement) with respect to the sale to the several Underwriters of certain of
its Senior Notes (the Senior Notes) specified in Schedule I hereto, and the
public offering thereof by the several Underwriters, upon the terms specified in
Schedule I hereto.
1. Underwriters and Representatives. The term "Underwriters" as used
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herein shall be deemed to mean the several persons, firms or corporations
(including the Representatives hereinafter mentioned) named in Schedule II
hereto, and the term "Representatives" as used herein shall be deemed to mean
the Representatives to whom this Agreement is addressed, who by signing this
Agreement represent that they have been authorized by the other Underwriters to
execute this Agreement on their behalf and to act for them in the manner herein
provided. If there shall be only
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one person, firm or corporation named in Schedule II hereto, the term
"Underwriters" and the term "Representatives" as used herein shall mean that
person, firm or corporation. All obligations of the Underwriters hereunder are
several and not joint. Any action under or in respect of this Agreement taken by
the Representatives will be binding upon all the Underwriters.
2. Description of the Senior Notes. Schedule I specifies the aggregate
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principal amount of the Senior Notes, the initial public offering price of the
Senior Notes, the purchase price to be paid by the Underwriters, and any
concession from the initial public offering price to be allowed to dealers or
brokers, and sets forth the date, time and manner of delivery of the Senior
Notes and payment therefor. Schedule I also specifies (to the extent not set
forth in the Registration Statement and Prospectus referred to below) the terms
and provisions for the purchase of such Senior Notes. The Senior Notes will be
issued under the Company's Senior Indenture dated as of June 1, 2000 between the
Company and The Chase Manhattan Bank, as Trustee (the Trustee), as supplemented
by a First Supplemental Indenture dated as of June 1, 2000 (collectively, the
Indenture).
3. Representations and Warranties of the Company. The Company represents
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and warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 333-93187 on Form S-3 for the
registration of the Senior Notes under the Securities Act of 1933, as
amended (the Securities Act), heretofore filed with the Securities and
Exchange Commission (the Commission), a copy of which as so filed has
been delivered to you, has become effective. The registration
statement, including all exhibits thereto, as amended through the date
hereof, is hereinafter referred to as the "Registration Statement"; the
prospectus relating to the Senior Notes included in the Registration
Statement, which prospectus is now proposed to be supplemented by a
supplement relating to the Senior Notes to be filed with the Commission
under the Securities Act, as so supplemented, is hereinafter referred
to as the "Prospectus". As used herein, the terms "Registration
Statement", "prospectus" and "Prospectus" include all documents
(including any Current Report on Form 8-K) incorporated therein by
reference, and shall include any documents (including any Current
Report on Form 8-K) filed after the date of such Registration
Statement, prospectus or Prospectus and incorporated therein by
reference from the date of filing of such incorporated documents
(collectively, the Incorporated Documents).
(b) No order suspending the effectiveness of the Registration
Statement or otherwise preventing or suspending the use of the
Prospectus has been issued by the Commission and is in effect and no
proceedings for that purpose are pending before or, to the knowledge of
the Company, threatened by the Commission. The Registration Statement
and the Prospectus comply in all material respects with the provisions
of the Securities Act, the Securities Exchange Act of 1934, as amended
(the Securities Exchange Act), the Trust Indenture Act of 1939, as
amended (the Trust Indenture Act), and the rules, regulations and
releases of the Commission thereunder (the Rules and Regulations) and,
neither the
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Registration Statement on the Effective Date nor the Prospectus on the
date hereof contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and, on the Closing Date,
the Registration Statement and the Prospectus (including any amendments
and supplements thereto) will conform in all respects to the
requirements of the Securities Act, the Trust Indenture Act and the
Rules and Regulations, and neither of such documents will include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, that the foregoing representations
and warranties in this Section (b) shall not apply to statements in or
omissions from the Registration Statement or the Prospectus made in
reliance upon information furnished herein or in writing to the Company
by the Underwriters or on the Underwriters' behalf through the
Representatives for use in the Registration Statement or Prospectus or
the part of the Registration Statement which constitutes the Trustee's
Statement of Eligibility under the Trust Indenture Act; and provided,
further, that the foregoing representations and warranties are given on
the basis that any statement contained in an Incorporated Document
shall be deemed not to be contained in the Registration Statement or
Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the
Registration Statement or Prospectus or in any amendment or supplement
thereto.
(c) Except as reflected in, or contemplated by, the
Registration Statement and Prospectus (exclusive of any amendments or
supplements after the date hereof), since the respective most recent
dates as of which information is given in the Registration Statement
and Prospectus (exclusive of any amendments or supplements after the
date hereof), there has not been any material adverse change or event
which would result in a material adverse effect on the condition of the
Company and its subsidiaries taken as a whole, financial or otherwise
(a Material Adverse Effect). The Company and its subsidiaries taken as
a whole has no material contingent financial obligation which is not
disclosed in the Registration Statement and the Prospectus.
(d) Deloitte & Touche LLP who have examined certain of the
Company's financial statements filed with the Commission and
incorporated by reference in the Registration Statement, are
independent public accountants as required by the Securities Act and
the rules and regulations of the Commission thereunder.
(e) Virginia Electric and Power Company, Consolidated Natural
Gas Company, Dominion Transmission, Inc. and Dominion Capital, Inc. are
the only Significant Subsidiaries of the Company as such term is
defined in Rule 1-02 of Regulation S-X (when such Rule is applied to
the pro-forma fiscal year ended December 31, 1999). All of the issued
and outstanding capital stock of each Significant Subsidiary has been
duly authorized and validly issued, is fully paid and nonassessable,
and the capital stock of each Significant Subsidiary is owned by the
Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, claim, encumbrance or
equitable right.
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(f) The execution, delivery and performance of this Agreement,
the Indenture and the Senior Notes and the consummation of the
transactions contemplated in this Agreement and in the Registration
Statement (including the issuance and sale of the Senior Notes and the
use of the proceeds from the sale of the Senior Notes as described in
the Prospectus under the caption "Use Of Proceeds") and compliance by
the Company with its obligations under this Agreement, the Indenture
and the Senior Notes do not and will not, whether with or without the
giving of notice or lapse of time or both, conflict with or constitute
a breach of, or default under or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the
Company or any subsidiary pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or any
other agreement or instrument, to which the Company or any subsidiary
is a party or by which it or any of them may be bound, or to which any
of the property or assets of the Company or any subsidiary is subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of the provisions of the charter or
bylaws of the Company or any subsidiary, or any applicable law,
statute, rule, regulation, judgment, order, writ or decree, known to
the Company, of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any
subsidiary or any of their respective properties, assets or operations,
and the Company has full power and authority to authorize, issue and
sell the Senior Notes as contemplated by this Agreement.
4. Public Offering. On the basis of the representations and warranties
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herein contained, but subject to the terms and conditions in this Agreement set
forth, the Company agrees to sell to each of the Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company, at
the price, place and time hereinafter specified, the principal amount of the
Senior Notes set forth opposite the name of such Underwriter in Schedule II
hereto. The Underwriters agree to make a public offering of their respective
Senior Notes specified in Schedule II hereto at the initial public offering
price specified in Schedule I hereto. It is understood that after such initial
offering the several Underwriters reserve the right to vary the offering price
and further reserve the right to withdraw, cancel or modify such offering
without notice.
5. Time and Place of Closing. Delivery of the Senior Notes to, and
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payment therefor by, the Representatives for the accounts of the several
Underwriters shall be made at the time, place and date specified in Schedule I
or such other time, place and date as the Representatives and the Company may
agree upon in writing, and subject to the provisions of Section 10 hereof. The
hour and date of such delivery and payment are herein called the "Closing Date".
Unless otherwise specified in Schedule I hereto, payment for the Senior Notes
shall be made by wire transfer of immediately available funds to the Company's
account on the Closing Date against delivery of the Senior Notes, in fully
registered form, registered in the name of Cede & Co., as nominee for The
Depository Trust Company. The certificate(s) for the Senior Notes will be made
available at the
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location specified on Schedule I for examination by the Representatives not
later than 12:00 noon, New York time, on the last business day prior to the
Closing Date.
6. Covenants of the Company. The Company agrees that:
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(a) The Company, at or prior to the Closing Date, will deliver
to the Representatives conformed copies of the Registration Statement
as originally filed, including all exhibits, any related preliminary
prospectus supplement, the Prospectus and all amendments and
supplements to each such document, in each case as soon as available
and in such quantities as are reasonably requested by the
Representatives.
(b) The Company will pay all expenses in connection with (i)
the preparation and filing by it of the Registration Statement and
Prospectus and the printing of this Agreement, (ii) the preparation,
issuance and delivery of the Senior Notes, (iii) any fees and expenses
of the Trustee and (iv) the printing and delivery to the Underwriters
in reasonable quantities of copies of the Registration Statement and
the Prospectus (each as originally filed and as subsequently amended).
The Company also will pay all taxes, if any, on the issuance of the
Senior Notes. In addition, the Company will pay the reasonable out of
pocket fees and disbursements of Underwriters' outside counsel, Mays &
Valentine, L.L.P., in connection with the qualification of the Senior
Notes under state securities or blue sky laws or investment laws (if
and to the extent such qualification is required by the Underwriters or
the Company).
(c) If, during the time when a prospectus relating to the
Senior Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Act, the Company promptly will (i) notify
the Representatives to suspend solicitation of purchases of the Senior
Notes and (ii) at its expense, prepare and file with the Commission an
amendment or supplement which will correct such statement or omission
or an amendment which will effect such compliance. During the period
specified above, the Company will continue to prepare and file with the
Commission on a timely basis all documents or amendments required under
the Securities Exchange Act and the applicable rules and regulations of
the Commission thereunder; provided, that the Company shall not file
such documents or amendments without also furnishing copies thereof to
the Representatives and Mays & Valentine, L.L.P.
(d) The Company will advise the Representatives promptly of
any proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity
to comment on any such proposed amendment or supplement; and the
Company will also advise the Representatives promptly of the filing of
any such amendment or supplement and of the institution by the
Commission of any stop
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order proceedings in respect of the Registration Statement or of any
part thereof and will use its best efforts to prevent the issuance of
any such stop order and to obtain as soon as possible its lifting, if
issued.
(e) The Company will make generally available to its security
holders, as soon as it is practicable to do so, an earnings statement
of the Company (which need not be audited) in reasonable detail,
covering a period of at least 12 months beginning within three months
after the effective date of the Registration Statement, which earnings
statement shall satisfy the requirements of Section 11(a) of the
Securities Act.
(f) The Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Senior
Notes for offer and sale under the securities or blue sky laws of such
states as the Representatives may designate; provided, however, that
the Company shall not be required in any state to qualify as a foreign
corporation, or to file a general consent to service of process, or to
submit to any requirements which it deems unduly burdensome.
(g) Fees and disbursements of Mays & Valentine, L.L.P. who are
acting as counsel for the Underwriters (exclusive of fees and
disbursements of such counsel which are to be paid as set forth in
Section 6(b)), shall be paid by the Underwriters; provided, however,
that if this Agreement is terminated in accordance with the provisions
of Sections 7 or 8 hereof, the Company shall reimburse the
Representatives for the account of the Underwriters for the amount of
such fees and disbursements.
(h) During the period beginning on the date of this Agreement
and continuing to and including the Closing Date, the Company will not,
without the prior written consent of the Representatives, directly or
indirectly, sell or offer to sell or otherwise dispose of any Senior
Notes or any security convertible into or exchangeable for the Senior
Notes or any debt securities substantially similar to the Senior Notes
(except for the Senior Notes issued pursuant to this Agreement).
7. Conditions of Underwriters' Obligations; Termination by the
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Underwriters.
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(a) The obligations of the Underwriters to purchase and pay for
the Senior Notes shall be subject to the following conditions:
(i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date
and no proceedings for that purpose shall be pending before,
or to the knowledge of the Company threatened by, the
Commission on such date. The Representatives shall have
received, prior to payment for the Senior Notes, a certificate
dated the Closing Date and signed by the President or any Vice
President of the Company to the effect that no such stop order
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is in effect and that no proceedings for such purpose are
pending before or, to the knowledge of the Company, threatened
by the Commission.
(ii) At the Closing Date an order or orders of the
Commission pursuant to the Holding Company Act permitting the
issuance and sale of the Senior Notes shall be in full force
and effect and all provisions of such order or orders
heretofore entered are deemed acceptable to the
Representatives and the Company, and all provisions of such
order or orders hereafter entered shall be deemed acceptable
to the Representatives and the Company unless within 24 hours
after receiving a copy of any such order either shall give
notice to the other to the effect that such order contains an
unacceptable provision.
(iii) At the Closing Date the Representatives shall
receive, on behalf of the several Underwriters, the opinions
of McGuire, Woods, Battle & Boothe LLP, counsel to the
Company, Mays & Valentine, L.L.P., counsel to the
Underwriters, and the Company's General Counsel, substantially
in the forms attached hereto as Schedules III, IV and V,
respectively.
(iv) The Representatives shall have received from Deloitte
& Touche LLP, on the date of this Agreement and on the Closing
Date, with respect to the Company, and from
PricewaterhouseCoopers LLP, on the date of this Agreement,
with respect to Consolidated Natural Gas Company for periods
ending not later than December 31, 1999, a letter addressed to
the Representatives, dated the date of this Agreement and the
Closing Date with respect to Deloitte & Touche LLP, and dated
the date of this Agreement with respect to
PricewaterhouseCoopers LLP, containing statements and
information of the type ordinarily included in accountants'
SAS 72 "comfort letters" to underwriters with respect to the
financial statements and certain financial information
contained in or incorporated by reference into the Prospectus,
including the pro-forma financial information.
(v) Subsequent to the execution of this Agreement and
prior to the Closing Date, (A) except as reflected in, or
contemplated by, the Registration Statement and the Prospectus
(exclusive of amendments or supplements after the date
hereof), there shall not have occurred (1) any change in the
Senior Notes of the Company (other than a decrease in the
aggregate principal amount thereof outstanding), (2) any
material adverse change in the general affairs, financial
condition or earnings of the Company and its subsidiaries
taken as a whole or (3) any material transaction entered into
by the Company or a Significant Subsidiary other than a
transaction in the ordinary course of business, the effect of
which in each such case in the reasonable judgment of the
Representatives is so material and so adverse that it makes it
impracticable to proceed with the public offering or delivery
of the Senior Notes on the terms and in the manner
contemplated in the Prospectus and this Agreement, or (B)
there shall not have occurred (1) a
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downgrading in the rating accorded the Company's senior
unsecured notes, or securities that are pari passu to the
Company's senior unsecured notes, by any "nationally
recognized statistical rating organization" (as that term is
defined by the Commission for purposes of Rule 436(g)(2) under
the Securities Act) and no such organization shall have given
any notice of any intended or potential downgrading or of any
review for a possible change with possible negative
implications in its ratings of such securities, (2) any
general suspension of trading in securities on the New York
Stock Exchange or any limitation on prices for such trading or
any restrictions on the distribution of securities established
by the New York Stock Exchange or by the Commission or by any
federal or state agency or by the decision of any court, (3) a
suspension of trading of any securities of the Company on the
New York Stock Exchange, (4) a banking moratorium declared
either by federal or New York State authorities or (5) any
outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by the
United States Congress or any other substantial national or
international calamity or crisis resulting in the declaration
of a national emergency, or if there has occurred any material
adverse change in the financial markets, the effect of which
outbreak, escalation, declaration, calamity, crisis or
material adverse change, in the reasonable judgment of the
Representatives, makes it impracticable to proceed with the
public offering or delivery of the Senior Notes on the terms
and in the manner contemplated in the Prospectus and in this
Agreement.
(vi) On the Closing Date, the representations and
warranties of the Company in this Agreement shall be true and
correct as if made on and as of such date, and the Company
shall have performed all obligations and satisfied all
conditions required of it under this Agreement; and, at the
Closing Date, the Representatives shall have received a
certificate to such effect signed by the President or any Vice
President of the Company.
(vii) All legal proceedings to be taken in connection with
the issuance and sale of the Senior Notes shall have been
satisfactory in form and substance to Mays & Valentine, L.L.P.
(b) In case any of the conditions specified above in Section
7(a) shall not have been fulfilled, this Agreement may be terminated by
the Representatives upon mailing or delivering written notice thereof
to the Company; provided, however, that in case the conditions
specified in subsections 7(a)(v) and (vi) shall not have been
fulfilled, this Agreement may not be so terminated by the
Representatives unless Underwriters who have agreed to purchase in the
aggregate 50% or more of the aggregate principal amount of the Senior
Notes shall have consented to such termination and the aforesaid notice
shall so state. Any such termination shall be without liability of any
party to any other party except as otherwise provided in Section 9 and
Sections 6(b), 6(g) and 7(c) hereof.
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(c) If this Agreement shall be terminated by the Representatives
pursuant to Section 7(b) above or because of any failure or refusal on
the part of the Company to comply with the terms or to fulfill any of
the conditions of this Agreement, or if for any reason the Company
shall be unable to perform its obligations under this Agreement, then
in any such case, the Company will reimburse the Underwriters,
severally, for all out-of-pocket expenses (in addition to the fees and
disbursements of their outside counsel as provided in Section 6(g))
reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder and, upon such
reimbursement, the Company shall be absolved from any further liability
hereunder, except as provided in Section 6(b) and Section (9).
8. Conditions of the Obligation of the Company. The obligation of the
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Company to deliver the Senior Notes shall be subject to the conditions set forth
in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case said
conditions shall not have been fulfilled, this Agreement may be terminated by
the Company by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10
hereof.
9. Indemnification and Contribution. (a) The Company agrees to
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indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act, against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Securities Act, the Securities Exchange Act, or any
other statute or common law and to reimburse each such Underwriter and
controlling person for any legal or other expenses (including, to the extent
hereinafter provided, reasonable outside counsel fees) incurred by them in
connection with investigating or defending any such losses, claims, damages, or
liabilities, or in connection with defending any actions, insofar as such
losses, claims, damages, liabilities, expenses or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus, or in either such
document as amended or supplemented (if any amendments or supplements thereto
shall have been furnished), or any Preliminary Prospectus (if and when used
prior to the effective date of the Registration Statement), or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided that the
foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall
not inure to the benefit of any Underwriter (or to the benefit of any person who
controls such Underwriter) on account of any losses, claims, damages or
liabilities arising out of the sale of any of the Senior Notes by such
Underwriter to any person if it shall be established that a copy of the
Prospectus, excluding any documents incorporated by reference (as supplemented
or amended, if the Company shall have made any supplements or amendments which
have been furnished to the Representatives), shall not have been sent or given
by or on behalf of such Underwriter to such person at or prior to the written
confirmation of the sale to such person in any case where such delivery is
required by the Securities Act and the Company satisfied its obligations
pursuant to Section 6(a) hereof, if the misstatement or omission leading to such
loss, claim, damage or liability was corrected in the Prospectus (excluding
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any documents incorporated by reference) as amended or supplemented, and such
correction would have cured the defect giving rise to such loss, claim, damage,
or liability; and provided further, however, that the indemnity agreement
contained in this Section 9(a) shall not apply to any such losses, claims,
damages, liabilities, expenses or actions arising out of or based upon any such
untrue statement or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was made in reliance upon information
furnished herein or otherwise in writing to the Company by or on behalf of any
Underwriter for use in the Registration Statement or any amendment thereto, in
the Prospectus or any supplement thereto, or in any Preliminary Prospectus. The
indemnity agreement of the Company contained in this Section 9(a) and the
representations and warranties of the Company contained in Section 3 hereof
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any such controlling
person, and shall survive the delivery of the Senior Notes.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its officers and directors, each other Underwriter,
and each person who controls any thereof within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Securities Exchange Act, against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Securities Act, the Securities Exchange
Act, or any other statute or common law and to reimburse each of them for any
legal or other expenses (including, to the extent hereinafter provided,
reasonable outside counsel fees) incurred by them in connection with
investigating or defending any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or in either such document as amended
or supplemented (if any amendments or supplements thereto shall have been
furnished), or any Preliminary Prospectus (if and when used prior to the
effective date of the Registration Statement), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such statement or
omission was made in reliance upon information furnished herein or in writing to
the Company by or on behalf of such Underwriter for use in the Registration
Statement or the Prospectus or any amendment or supplement to either thereof, or
any Preliminary Prospectus. The indemnity agreement of the respective
Underwriters contained in this Section 9(b) shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Company, or any such other Underwriter or any such controlling person, and shall
survive the delivery of the Senior Notes.
(c) The Company and each of the Underwriters agrees that, upon the
receipt of notice of the commencement of any action against the Company or any
of its officers or directors, or any person controlling the Company, or against
such Underwriter or controlling person as aforesaid, in respect of which
indemnity may be sought on account of any indemnity agreement contained herein,
it will promptly give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder, but the omission so to
notify such indemnifying party or parties of any such action shall not relieve
such indemnifying party or parties from any
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liability which it or they may have to the indemnified party otherwise than on
account of such indemnity agreement. In case such notice of any such action
shall be so given, such indemnifying party shall be entitled to participate at
its own expense in the defense or, if it so elects, to assume (in conjunction
with any other indemnifying parties) the defense of such action, in which event
such defense shall be conducted by counsel chosen by such indemnifying party (or
parties) and satisfactory to the indemnified party or parties who shall be
defendant or defendants in such action, and such defendant or defendants shall
bear the fees and expenses of any additional outside counsel retained by them;
provided that, if the defendants (including impleaded parties) in any such
action include both the indemnified party and the indemnifying party (or
parties) and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party (or
parties), the indemnified party shall have the right to select separate counsel
to assert such legal defenses and to participate otherwise in the defense of
such action on behalf of such indemnified party. The indemnifying party shall
bear the reasonable fees and expenses of outside counsel retained by the
indemnified party if (i) the indemnified party shall have retained such counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to one local counsel), representing the
indemnified parties under Section 9(a) or 9(b), as the case may be, who are
parties to such action), (ii) the indemnifying party shall have elected not to
assume the defense of such action, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the commencement of
the action, or (iv) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.
Notwithstanding the foregoing sentence, an indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
(such consent not to be unreasonably withheld), but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which indemnification may be
sought hereunder (whether or not the indemnified party is an actual or potential
party to such a proceeding), unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party.
(d) If the indemnification provided for in this Section 9(a) or 9(b) is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Underwriters, on the other, in connection with the statements or
omissions that resulted in such losses, claims, damages or
-11-
<PAGE>
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations, including relative benefit. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading relates to information supplied by the Company
on the one hand or by you on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 9(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this Section 9(d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations under this Section
9(d) to contribute are several in proportion to their respective underwriting
obligations and not joint. The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
10. Termination. If any one or more of the Underwriters shall fail or
-----------
refuse to purchase the Debt which it or they have agreed to purchase hereunder,
and the aggregate principal amount of the Senior Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate principal amount of the Senior Notes, then the
other Underwriters shall be obligated severally in the proportions which the
principal amount of the Senior Notes set forth opposite their respective names
in Schedule II bears to the aggregate underwriting obligations of all non-
defaulting Underwriters, or in such other proportions as the Underwriters may
specify, to purchase the Senior Notes which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase. If any Underwriter or
Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate
principal amount of the Senior Notes with respect to which such default occurs
is more than one-tenth of the aggregate principal amount of the Senior Notes and
arrangements satisfactory to the Underwriters and the Company for the purchase
of such Senior Notes are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter (except as provided in Section 6(g) and Section 9) or of the Company
(except as provided in Section 6(b) and Section 9). In any such case not
involving a termination, either the Representatives or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and in the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this Section 10 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
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<PAGE>
11. Representations, Warranties and Agreements to Survive Delivery. All
--------------------------------------------------------------
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Senior Notes.
12. Miscellaneous. The validity and interpretation of this Agreement
-------------
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of the Company, the Underwriters and, with respect to the
provisions of Section 9 hereof, each controlling person and each officer and
director of the Company referred to in Section 9, and their respective
successors, assigns, executors and administrators. Nothing in this Agreement is
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. The term "successors" as used in
this Agreement shall not include any purchaser, as such, of any of the Senior
Notes from any of the several Underwriters.
13. Notices. All communications hereunder shall be in writing and if to
-------
the Underwriters shall be mailed, telecopied or delivered to the Representatives
at the address set forth on Schedule I hereto, or if to the Company shall be
mailed, telecopied or delivered to it, attention of Treasurer, Dominion
Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219 (telecopier
number: (804) 819-2211).
-13-
<PAGE>
Please sign and return to us a counterpart of this letter, whereupon this
letter will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
DOMINION RESOURCES, INC.
By: /s/ G. Scott Hetzer
----------------------------------
Name: G. Scott Hetzer
Title: Senior Vice President and Treasurer
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
acting individually and as Representatives
of the Underwriters named in Schedule II hereto
By: MORGAN STANLEY & CO. INCORPORATED
/s/ Michael Fusco
--------------------------
Authorized Signatory
Name: Michael Fusco
Title: Vice President
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
/s/ Mary Ryan
--------------------------
Authorized Signatory
Name: Mary Ryan
Title: Vice President
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<PAGE>
SCHEDULE I
Title of Senior Notes: 2000 Series A 8 1/8% Senior Notes, due June 15, 2010
Aggregate Principal Amount: $700,000,000
Initial Price to Public:
99.903% of the principal amount of the Senior Notes plus
accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
99.253% of the principal amount of the Senior Notes
Time of Delivery: June 26, 2000, 10:00 A.M.
Closing Location: One James Center
901 East Cary Street
Richmond, VA 23219
The Senior Notes will be available for inspection by the
Representatives at:
One James Center
901 East Cary Street
Richmond, VA 23219
Address for Notices to the Underwriters:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
telecopier number: (212) 761-4000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
Four World Financial Center
New York, New York 10080
telecopier number: (212) 449-7148
with a copy of any notice pursuant to Section 9(c) also sent to:
Mays & Valentine, L.L.P.
1111 East Main Street
Richmond, Virginia 23219
telecopier number: (804) 697-1339
I-1
<PAGE>
SCHEDULE II
Principal Amount
of Senior Notes
Underwriter to be Purchased
----------- ---------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated $280,000,000
Morgan Stanley & Co. Incorporated $280,000,000
ABN AMRO Incorporated $ 35,000,000
Banc One Capital Markets, Inc. $ 35,000,000
First Union Securities, Inc. $ 35,000,000
Wachovia Securities, Inc. $ 35,000,000
------------
Total: $700,000,000
II-1
<PAGE>
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MAYS & VALENTINE, L.L.P.
Bank of America Center
1111 East Main Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
2000 Series A 8 1/8% Senior Notes,
due June 15, 2010
June __, 2000
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
Four World Financial Center
New York, New York 10080
Ladies and Gentlemen:
We have acted as counsel for you in connection with arrangements for
the issuance by Dominion Resources, Inc. (the Company) of up to U.S. $700
million aggregate principal amount of its 2000 Series A 8 1/8% Senior Notes, due
June 15, 2010 (the Senior Notes) under and pursuant to a Senior Indenture, dated
as of June 1, 2000 between the Company and The Chase Manhattan Bank, as trustee
(the Trustee), as supplemented by First Supplemental Indenture dated as of June
1, 2000 (collectively, the Indenture), and the offering of the Senior Notes by
you pursuant to an Underwriting Agreement dated June 21, 2000 by and between you
III-1
<PAGE>
and the Company (the Underwriting Agreement). All terms not otherwise defined
herein shall have the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our
satisfaction of such corporate records of the Company, indentures, agreements
and other instruments, certificates of public officials, certificates of
officers and representatives of the Company and of the Trustee, and other
documents, as we have deemed necessary as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Underwriting Agreement have been
satisfactory to us.
In addition, we attended the closing held today at the offices
of McGuire, Woods, Battle & Boothe LLP, One James Center, Richmond, Virginia, at
which the Company satisfied the conditions contained in Section 7 of the
Underwriting Agreement that are required to be satisfied as of the Closing Date.
Based upon the foregoing, and having regard to legal
considerations that we deem relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated and existing
as a corporation in good standing under the laws of Virginia, and has the
corporate power to transact its business as described in the Prospectus.
2. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by the
Company.
3. The Indenture has been duly authorized, executed, and
delivered by, and constitutes a valid and binding obligation of, the Company and
has been duly qualified under the Trust Indenture Act, except that we express no
opinion as to the validity or enforceability of any covenant to pay interest on
defaulted interest, and except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in
equity or at law).
4. The Senior Notes have been duly authorized by the Company
and, when duly executed by the Company and completed and authenticated by the
Trustee in accordance with, and in the form contemplated by, the Indenture and
issued, delivered and paid for as provided in the Underwriting Agreement, will
have been duly issued under the Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided by the Indenture,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally or by general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law).
III-2
<PAGE>
5. The Registration Statement (Reg. No. 333-93187) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of Senior Notes in the manner therein specified.
6. The Registration Statement and the Prospectus (except the
financial statements incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act, and to the applicable rules
and regulations of the Commission thereunder.
7. As to the statements relating to the Senior Notes under
DESCRIPTION OF DEBT SECURITIES in the prospectus initially filed as part of the
Registration Statement, as supplemented by the statements under the DESCRIPTION
OF THE SENIOR NOTES in the Prospectus Supplement dated June 21, 2000 (the
Prospectus Supplement), we are of the opinion that the statements are accurate
and do not omit any material fact required to be stated therein or necessary to
make such statements not misleading. As to the statistical statements in the
Registration Statement (which includes the Incorporated Documents), we have
relied solely on the officers of the Company. As to the other matters, we have
not undertaken to determine independently the accuracy or completeness of the
statements contained or incorporated by reference in the Registration Statement
or in the Prospectus. We accordingly assume no responsibility for the accuracy
or completeness of the statements made in the Registration Statement except as
stated above in regard to the above captions. We note that we were not involved
in the preparation of the Registration Statement or the prospectus initially
filed as part thereof, and that the Incorporated Documents were prepared and
filed by the Company without our participation. We have, however, participated
in conferences with counsel for and Representatives of the Company in connection
with the preparation of the Prospectus Supplement, and we have reviewed the
Incorporated Documents and such of the corporate records of the Company as we
deemed advisable. None of the foregoing disclosed to us any information that
gives us reason to believe that the Registration Statement (except the financial
statements incorporated by reference therein, as to which we express no opinion)
contained on the date the Registration Statement became effective, or the
Prospectus contained on the date it was issued, or that the Registration
Statement or the Prospectus now contains, any untrue statement of a material
fact or omitted on said date or now omits to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The foregoing opinion is given on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
8. An appropriate order of the Securities and Exchange Commission
(the Commission) with respect to the sale of the Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Senior Notes as contemplated by the
Underwriting Agreement. No approval or consent by any public regulatory body,
other than such order and notification of effectiveness by the Commission, is
legally
III-3
<PAGE>
required in connection with the sale of the Senior Notes as contemplated by the
Underwriting Agreement (except to the extent that compliance with the provisions
of securities or blue sky laws of certain states may be required in connection
with the sale of the Senior Notes in such states) and the carrying out of the
provisions of the Underwriting Agreement.
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.
Very truly yours,
MAYS & VALENTINE, L.L.P.
III-4
<PAGE>
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
2000 Series A 8 1/8% Senior Notes
due June 15, 2010
June __, 2000
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
Four World Financial Center
New York, New York 10080
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $700 million
aggregate principal amount of 2000 Series A 8 1/8% Senior Notes, due June 15,
2010 (the Senior Notes), of Dominion Resources, Inc. (the Company) under a
Senior Indenture dated as of June 1, 2000 between the Company and The Chase
Manhattan Bank, as trustee (the Trustee), as supplemented by a First
Supplemental Indenture dated as of June 1, 2000 (collectively, the Indenture),
and pursuant to an Underwriting Agreement dated June 21, 2000 by and between the
Company and
IV-1
<PAGE>
the Underwriters listed on Schedule II as attached thereto (the Underwriting
Agreement), have been taken under our supervision as counsel for the Company.
Terms not otherwise defined herein have the meanings set forth in the
Underwriting Agreement.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, indentures, agreements,
and other instruments, certificates of public officials, certificates of
officers and representatives of the Company and of the Trustee, and other
documents, as we have deemed it necessary to require as a basis for the opinions
hereinafter expressed. As to various questions of fact material to such
opinions, we have, when relevant facts were not independently established,
relied upon certifications by officers of the Company, the Trustee and other
appropriate persons and statements contained in the Registration Statement
hereinafter mentioned. All legal proceedings taken as of the date hereof in
connection with the transactions contemplated by the Underwriting Agreement have
been satisfactory to us.
On this basis we are of the opinion that:
1. No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or
governmental authority or agency, domestic or foreign (other than those required
under the Public Utility Holding Company Act of 1935, the Securities Act and the
Rules and Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states) is necessary or required in
connection with the due authorization, execution and delivery of the
Underwriting Agreement or the due execution, delivery or performance of the
Indenture by the Company or for the offering, issuance, sale or delivery of the
Senior Notes. An appropriate order of the Securities and Exchange Commission
(the Commission) with respect to the sale of the Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Senior Notes as contemplated by the
Underwriting Agreement.
2. The Indenture has been duly authorized, executed, and
delivered by, and constitutes a valid and binding obligation of, the Company and
has been duly qualified under the Trust Indenture Act, except that we express no
opinion as to the validity or enforceability of any covenant to pay interest on
defaulted interest, and except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general equitable
principles (regardless of whether enforcement is considered in a proceeding in
equity or at law).
3. The Senior Notes have been duly authorized by the Company
and, when duly executed by the Company and completed and authenticated by the
Trustee in accordance with, and in the form contemplated by, the Indenture and
issued, delivered and paid for in accordance with the Underwriting Agreement,
will have been duly issued under the Indenture and will constitute valid and
binding obligations of the Company entitled to the benefits provided by the
Indenture, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally or by general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
IV-2
<PAGE>
4. The Registration Statement (Reg. No. 333-93187) with respect
to the Senior Notes filed pursuant to the Securities Act, has become effective
and remains in effect at this date, and the Prospectus may lawfully be used for
the purposes specified in the Securities Act in connection with the offer for
sale and the sale of the Senior Notes in the manner therein specified.
5. The Registration Statement and the Prospectus (except the
financial statements incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act, and to the applicable rules
and regulations of the Commission thereunder.
6. We are of the opinion that the statements relating to the
Senior Notes contained in the prospectus initially filed as part of the
Registration Statement under DESCRIPTION OF DEBT SECURITIES, as supplemented by
the statements under DESCRIPTION OF THE SENIOR NOTES in the Prospectus
Supplement dated June 21, 2000, are substantially accurate and fair. As to the
statistical statements in the Registration Statement (which includes the
Incorporated Documents), we have relied solely on the officers of the Company.
As to other matters of fact, we have consulted with officers and other employees
of the Company to inform them of the disclosure requirements of the Securities
Act. We have examined various reports, records, contracts and other documents of
the Company and orders and instruments of public officials, which our
investigation led us to deem pertinent. In addition, we attended the due
diligence meetings with representatives of the Company and the closing at which
the Company satisfied the conditions contained in Section 7 of the Underwriting
Agreement. We have not, however, undertaken to make any independent review of
the other records of the Company which our investigation did not lead us to deem
pertinent. We accordingly assume no responsibility for the accuracy or
completeness of the statements made in the Registration Statement except as
stated above in regard to the aforesaid captions. But such consultation,
examination and attendance disclosed to us no information with respect to such
other matters that gives us reason to believe that the Registration Statement
contained on the date the Registration Statement became effective, or the
Prospectus contained on the date it was issued, or that the Registration
Statement or the Prospectus contains now, any untrue statement of a material
fact or omitted on said date or omits now to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. We
are of the opinion that the Registration Statement (excepting the financial
statements incorporated therein by reference, as to which we express no opinion)
complies as to form in all material respects with all legal requirements. The
foregoing opinion is given on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
IV-3
<PAGE>
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent.
Yours very truly,
MCGUIRE, WOODS, BATTLE
& BOOTHE LLP
IV-4
<PAGE>
SCHEDULE V
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, VA 23219
Re: DOMINION RESOURCES, INC.
2000 Series A 8 1/8% Senior Notes
due June 15, 2010
June __, 2000
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
Four World Financial Center
New York, New York 10080
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $700 million
aggregate principal amount of 2000 Series A 8 1/8% Senior Notes, due June 15,
2010 (the Senior Notes), of Dominion Resources, Inc. (the Company) under a
Senior Indenture dated as of June 1, 2000 between the Company and The Chase
Manhattan Bank, as trustee (the Trustee), as supplemented by a First
Supplemental Indenture dated as of June 1, 2000 (collectively, the Indenture),
and pursuant to an Underwriting Agreement dated June 21, 2000 by and between the
Company and
V-1
<PAGE>
the Underwriters listed on Schedule II as attached thereto (the Underwriting
Agreement), have been taken under my supervision as General Counsel of the
Company. Terms not otherwise defined herein have the meanings set forth in the
Underwriting Agreement.
As Vice President and General Counsel of the Company, I have general
responsibility over the attorneys within the Company's Legal Department
responsible for rendering legal counsel to the Company regarding corporate,
financial, securities, and other matters. I am generally familiar with the
organization, business and affairs of the Company. I am also familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
offering and sale of the Senior Notes, and I have examined such corporate
records, certificates and other documents and such questions of the law as I
have considered necessary or appropriate for the purposes of this opinion. In
addition, I have responsibility for supervising lawyers who may have been asked
by me or others to review legal matters arising in connection with the offering
and sale of the Senior Notes. Accordingly, some of the matters referred to
herein have not been handled personally by me, but I have been made familiar
with the facts and circumstances and the applicable law, and the opinions herein
expressed are my own or are opinions of others in which I concur.
On this basis I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Virginia, and has corporate
power and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform its
obligations under the Underwriting Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure so to qualify or to be in good standing would not result in a
Material Adverse Effect.
2. Each Significant Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing under the
respective laws of the jurisdiction of its incorporation, has corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or to be in good standing would not result in a Material Adverse Effect.
3. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
4. There are no actions, suits or proceedings pending or, to the
best of my knowledge, threatened, to which the Company or one of its
subsidiaries is a party or to which any of the Company's or any of its
subsidiaries' properties is subject other than any proceedings described in the
Prospectus and proceedings which I believe are not likely to have a material
adverse effect on the power or ability of the Company to perform its obligations
under the Underwriting Agreement or to consummate the transactions contemplated
thereby or by the Prospectus.
V-2
<PAGE>
I am a member of the Bar of the Commonwealth of Virginia and I do not
purport to express an opinion on any laws other than those of the Commonwealth
of Virginia and the United States of America. This opinion may not be relied
upon by, nor may copies be delivered to, any person without our prior written
consent. I do not undertake to advise you of any changes in the opinions
expressed herein resulting from matters that may hereinafter arise or that may
hereinafter be brought to my attention.
Yours very truly,
V-3
