EXHIBIT F
F. Opinion of Counsel
December 22, 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 lease 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 and
Genco are validly organized and duly existing; the lease will
validly and duly obligate Genco, and the holders thereof will be
entitled to the rights and privileges set forth; and (c) 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,
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