Exhibit F-2(d)
[Letterhead of Ryan, Russell, Ogden & Seltzer LLP]
December_, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 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 examined copies, signed, certified or otherwise proven to
our satisfaction of the charter documents and by-laws of GPU. We have also
examined such other documents, instruments and agreements and have made such
further investigation as we have deemed necessary as a basis for this opinion.
We have been counsel to GPU for many years. We are members of the
Bar of the Commonwealth of Pennsylvania and do not purport to be expert in the
laws of any other jurisdiction.
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Securities and Exchange Commission
December 14, 2000
Page 2
Based upon the foregoing, we are of the opinion, insofar as
matters of Pennsylvania law are concerned, that,
(a) all Pennsylvania laws applicable to the proposed
transactions have been complied with (except that we express no view
with respect to any state "blue sky" or securities laws that will
have been complied with); and
(b) GPU is validly organized and duly subsisting in
the Commonwealth of Pennsylvania.
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,
RYAN, RUSSELL, OGDEN & SELTZER LLP
