F. Opinion of Counsel
July 27, 2000
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 Allegheny Energy, Inc. et. al. ("Allegheny
Energy") under the Public Utility Holding Company Act of 1935, as
amended, in File No. 70-9627, Potomac Edison assets transfer
application, 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 in connection with the described transaction 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 transaction are consummated in accordance
therewith: (a) all required state laws applicable to the proposed
transaction will have been complied with; (b) Potomac Edison, PE
Genco, and PE Transferring Agent, LLC, are validly organized and
duly existing; the issuance of securities by PE Transferring
Agent, LLC to Potomac Edison or by PE Genco to PE Transferring
Agent LLC, will be validly issued, full paid and nonassessable,
the securities will validly and duly obligate PE Transferring
Agent, LLC, and the holders thereof will be entitled to the rights
and privileges set forth; (c) Potomac Edison, PE Genco, PE
Transferring Agent will legally acquire any securities, and
Allegheny Energy will legally acquire all interests of PE Genco all as
described in File No. 70-9627; and (d) the consummation of the
proposed transaction will not violate the legal rights of the
holders of any of the securities issued by Allegheny Energy 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 Allegheny Energy
in File No. 70-9627.
Sincerely,
/S/ ROBERT WINTER
