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EXHIBIT F-3
Loomis, Ewert, Parsley, Davis & Gotting
A Professional Corporation
232 South Capitol Avenue, Suite 1000
Lansing, Michigan 48933
Telephone (517) 482-2400 Facsimile (517) 482-7227
JACK C. DAVIS, PC JEFFREY L. GREEN PLUMMER SNYDER
KARL L. GOTTING, PC GARY L. FIELD (1900-1974)
DAVID M. LICK SHERRI A. WELLMAN
HARVEY J. MESSING KELLY K. REED GEORGE W. LOOMIS
JAMES R. NEAL JEFFREY S. THEUER QUENTIN A. EWERT
KENNETH W. BEALL DANIEL L. PULTER WILLIAM D. PARSLEY
MICHAEL G. OLIVA ELDONNA M. RUDDOCK OF COUNSEL
JEFFREY W. BRACKEN KEVIN J. RORAGEN
CATHERINE A. JACOBS THERESA A. SHEETS SUE ANN GEIERSBACH
RONALD W. BLOOMBERG SCOTT R. NANNINI OF COUNSEL-SPECIAL PROJECTS
MICHAEL H. RHODES JARED A. ROBERTS
HOWARD J. SOIFER LISA A. HANSON
January 10, 2001
Securities and Exchange Commission Quarles & Brady LLP
450 Fifth Street, N.W. 411 E. Wisconsin Avenue
Washington, D.C. 20549 Milwaukee, WI 53202
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 have acted as special Michigan counsel for Wisconsin Electric Power
Company, a Wisconsin corporation ("Wisconsin Electric") and Edison Sault
Electric Company, a Michigan corporation ("Edison Sault"), each of which is
an electric utility company as defined by the Public Utility Holding
Company Act of 1935, as amended (the "Act") and both of which are wholly-
owned subsidiaries of Wisconsin Energy Corporation, a Wisconsin corporation
("WEC"), in connection with a transaction (the "Transaction") in which: (i)
Wisconsin Electric transferred ownership and control over its transmission
assets to American Transmission Company LLC ("ATC"), a Wisconsin limited
liability company formed on June 12, 2000, which is and will be a single-
purpose transmission company; (ii) Edison Sault transferred ownership and
control over its transmission assets to ATC; (iii) Wisconsin Electric and
Edison Sault received, in exchange for such transfer, member units of ATC
in proportion to the value of the transmission assets contributed; (iv)
Wisconsin Electric purchased Class A shares of ATC Management Inc.
("Corporate Manager"), a Wisconsin corporation formed on June 12, 2000, in
proportion to the value of the transmission assets contributed to ATC by
itself and Edison Sault; and (v) Wisconsin Electric purchased one Class B
share of the Corporate Manager.
We are furnishing the opinions set forth below as to Michigan law to
the Securities and Exchange Commission (the "Commission") and to Quarles &
Brady LLP in support of its opinion to the Commission at the request of WEC
in connection with WEC's and
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EXHIBIT F-3
LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING, P.C.
January 10, 2001
Page 2
Wisconsin Electric's application on Form U-1, as amended (File No. 70-9741)
(the "Application") under the Act filed in connection with the Transaction.
By its Order dated December 28, 2000, the Commission granted the
Application (Release No. 35-27329; 70-9741). The Transaction was
consummated effective as of January 1, 2001.
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, authorization, consents, certificates,
rulings and orders of, and all filings and registration with, all
applicable federal and state commissions and regulatory
authorities with respect to the Transaction have been obtained or
made, as the case may be (including the approval and
authorization of the Commission under the Act), and the
Transaction has 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 have been taken.
(c) The parties 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. Edison Sault is a corporation validly existing under the laws of
the State of Michigan; and
2. Upon the Transaction having been consummated as contemplated by
the Application, all Michigan laws applicable to the Transaction
have been complied with.
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EXHIBIT F-3
LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING, P.C.
January 10, 2001
Page 3
We are attorneys licensed to practice law in the State of Michigan.
The opinions expressed herein are specifically limited to the present
internal law of the State of Michigan, are given as of the date of this
letter, are intended to apply only to those facts and circumstances that
exist as of the date hereof, and we assume no obligation or responsibility
to update or supplement this opinion to reflect any facts or circumstances
occurring after the date hereof that would alter the opinions contained
herein.
We hereby consent to the reliance upon, reference to, and filing (as
an exhibit to the Application) of this opinion letter and the opinions set
forth herein by Quarles & Brady LLP in connection with the filing with the
Commission of its opinion concerning the Transaction as an exhibit to WEC's
and Wisconsin Electric's Application.
Very truly yours,
/s/ LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING, P.C.
