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EXHIBIT F-1
December 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application of Wisconsin Energy Corporation
and Wisconsin Electric Power Company on Form U-1 Under
the Public Utility Holding Company Act of 1935
(File No. 70-9741)
Ladies and Gentlemen:
We are furnishing this opinion to the Securities and Exchange
Commission (the "Commission") at the request of Wisconsin Energy Corporation, a
Wisconsin corporation ("WEC"), and Wisconsin Electric Power Company, a Wisconsin
corporation ("Wisconsin Electric"), in connection with their
Application/Declaration on Form U-1, as amended (File No. 70-9741) (the
"Application"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"). The Application requests that the Commission authorize a proposed
transaction, as further described in the Application (the "Transaction"), in
which: (i) Wisconsin Electric will transfer ownership and control over its
transmission assets to American Transmission Company LLC ("ATC" or the
"Transco"), a Wisconsin limited liability company formed on June 12, 2000, which
will be a single-purpose transmission company; (ii) Edison Sault Electric
Company ("Edison Sault"), a wholly-owned subsidiary of WEC and an electric
utility company as defined by the Act, will transfer ownership and control over
its transmission assets to the Transco; (iii) Wisconsin Electric and Edison
Sault will receive, in exchange for such transfer, member units of the Transco
in proportion to the value of the transmission assets contributed; (iv)
Wisconsin Electric will purchase Class A shares of ATC Management Inc. (the
"Corporate Manager"), a Wisconsin corporation formed on June 12, 2000, in
proportion to the value of the transmission assets contributed to the Transco by
itself and Edison Sault; and (v) Wisconsin Electric will purchase one Class B
share of the Corporate Manager. WEC also requests an order from the Commission
affirming its continued Section 3(a)(1) exemption from registration under the
Act following the Transaction.
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Securities and Exchange Commission
December 28, 2000
Page 2
In connection with this opinion, we have examined such corporate
records, certificates and other documents, and such questions of fact and
matters of law, as we have deemed necessary for purposes of this opinion.
The opinions expressed below with respect to the Transaction are
subject to and rely upon the following assumptions and conditions:
(a) All required approvals, authorizations, consents, certificates,
rulings and orders of, and all filings and registrations with,
all applicable federal and state commissions and regulatory
authorities with respect to the Transaction shall have been
obtained or made, as the case may be (including the approval and
authorization of the Commission under the Act), and the
Transaction shall have been accomplished in accordance with all
such approvals, authorizations, consents, certificates, orders,
filings and registrations.
(b) All corporate formalities required by state law for the
consummation of the Transaction shall have been taken.
(c) The parties shall have obtained all consents, waivers and
releases, if any, required for the Transaction under all
applicable governing corporate documents, contracts, agreements,
debt instruments, indentures, franchises, licenses and permits.
(d) The representations and warranties of the parties to the
Transaction in the documents providing for the Transaction are
true and correct in all material respects.
Based upon the foregoing, and subject to the assumptions and
conditions set forth herein, it is our opinion that:
1. Each of WEC, Wisconsin Electric and the Corporate Manager is a
corporation validly existing under the laws of the State of
Wisconsin. Edison Sault is a corporation validly existing under
the laws of the State of Michigan. The Transco is a limited
liability company validly existing under the laws of the State
of Wisconsin.
2. Upon the Transaction being consummated as contemplated by the
Application:
(a) All State laws applicable to the Transaction will have
been complied with;
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Securities and Exchange Commission
December 28, 2000
Page 3
(b) (i) When acquired by Wisconsin Electric pursuant to the
Transaction for the agreed consideration, the shares of
the Corporate Manager's Class A common stock and Class B
common stock so acquired will be validly issued, fully
paid and (except as otherwise provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law,
as judicially interpreted) nonassessable, and Wisconsin
Electric will be entitled to the rights and privileges
appertaining thereto set forth in the Restated Articles of
Incorporation of the Corporate Manager;
(ii) When acquired by Wisconsin Electric and Edison Sault
pursuant to the Transaction for the agreed consideration,
the member units representing membership interests in the
Transco so received will be validly issued, fully paid and
nonassessable, and Wisconsin Electric and Edison Sault
will be entitled to the rights and privileges appertaining
thereto set forth in the articles of organization and
operating agreement of the Transco;
(c) Wisconsin Electric will legally acquire the shares of
Class A common stock and Class B common stock of the
Corporate Manager being acquired by it. Wisconsin Electric
and Edison Sault will legally acquire the membership
interests in the Transco being acquired by each of them;
and
(d) The consummation of the Transaction will not violate the
legal rights of the holders of any securities issued by
WEC, Wisconsin Electric or any associate company thereof.
We are attorneys licensed to practice law in the State of Wisconsin.
In rendering this opinion, we have relied as to matters of Michigan law on the
opinion of Loomis, Ewert, Parsley, Davis & Gotting, P.C.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ QUARLES & BRADY LLP
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QUARLES & BRADY LLP
