Exhibit F
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 The Potomac Edison Power Company
("Potomac Edison") under the Public Utility Holding Company
Act of 1935, as amended, in File No. 70-9627 in the matter
of the proposed transfer of Potomac Edison's assets to
Allegheny Energy Supply Company , as described in the
Application or Declaration 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 or Declaration; that all
amendments necessary to complete the above-mentioned
Application or Declaration will be filed with the
Commission; and that all other necessary corporate action by
the Board of Directors and officers of Potomac Edison in
connection with the described transactions has been or will
be taken prior thereto.
Based upon the foregoing, I am of the opinion that if
the said Application or Declaration is permitted to become
effective and the proposed transactions 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 transactions will
not violate the legal rights of the holders of any of the
securities issued by Potomac Edison or by any associate or
affiliate company.
I consent to the use of this Opinion as part of the
Application or Declaration that has been filed by Potomac
Edison in File No. 70-9627.
Sincerely,
/s/ THOMAS HENDERSON
Thomas Henderson
Counsel for
POTOMAC EDISON POWER COMPANY
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