Exhibit F-1(f)
(LETTERHEAD OF THELEN REID & PRIEST LLP)
December 14, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: GPU, Inc., et al.
Application on Form U-1
SEC File No. 70-7727
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Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 22, dated September
19, 2000, to the Application on Form U-1, dated December 13, 1989, under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), filed by
GPU, Inc. ("GPU") and certain of its subsidiaries, including GPU International,
Inc. ("GPUI"), with the Securities and Exchange Commission ("Commission"), and
docketed by the Commission in SEC File No. 70-7727, as amended by Post-Effective
Amendment No. 23 thereto, dated October 25, 2000, and as to be amended by
Post-Effective Amendment No. 24 thereto, dated this date, of which this opinion
is to be a part. (The Application, as so amended and thus to be amended, is
hereinafter referred to as the "Application.")
The Application now contemplates, among other things, extending
until June 30, 2004 the period during which GPU and GPUI may enter into
guarantees ("Guarantees") to secure or support any of GPUI's and certain of its
subsidiaries' agreements regarding preliminary project development in connection
with their investment in certain exempt entities and to guarantee the securities
or other obligations of, or assume the liabilities of, such exempt entities.
We have reviewed the opinion of Berlack, Israels & Liberman LLP,
dated December 17, 1997 and filed as Exhibit F-1(e) to the Application, and the
documents, instruments and agreements referenced therein. We have also examined
a copy of the Commission's Order dated December 22, 1997, granting the
Application as theretofore amended, and such other documents, instruments and
agreements and have made such further investigation as we have deemed necessary
as a basis for this opinion.
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Members of this firm have acted as counsel to GPU and to its
subsidiaries for many years. In such capacity, we have participated in various
proceedings relating to GPU and its subsidiaries, and we are familiar with the
terms of the outstanding securities of the corporations comprising the GPU
holding company system.
This opinion is limited to the federal laws of the United States
and, to the extent required to express the opinions set forth herein, the laws
of the State of Delaware. In connection therewith, while we are not members of
the Bar of the State of Delaware, we have reviewed the General Corporation Law
of Delaware, the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting those laws. As to all matters herein
which are governed by the laws of the Commonwealth of Pennsylvania, we have
relied upon the opinion of Ryan, Russell, Ogden & Seltzer LLP which is being
filed as Exhibit F-2(d) to the Application.
Based upon and subject to the foregoing, and assuming (i) that at
the time of their issuance and delivery, the Guarantees will have been duly
authorized, executed and delivered by GPU and GPUI, as the case may be, (ii)
compliance by GPU and GPUI with the applicable limitations on guarantees and
unsecured debt contained in the respective GPU and GPUI credit facilities and
guarantees to which they are parties, and (iii) that the transactions therein
proposed and other outstanding guarantees to which they are parties are carried
out in accordance with the Application, we are of the opinion that when the
Commission shall have entered an order forthwith granting the Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) each of GPU and GPUI is validly organized and
existing,
(c) the Guarantees will be valid and binding obligations of
GPU and GPUI, as applicable, in accordance with their terms, in each
such case subject to the effect of any applicable bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors' rights generally and general
principles of equity limiting the availability of equitable
remedies, and
(d) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued by
GPU or any "associate company" thereof, as defined in the Act.
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We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
Thelen Reid & Priest LLP
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