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August 3, 1999
Securities and Exchange Commission
Washington, D.C. 20549
In the Matter of Rochester Gas and Electric Corporation
File No. 70-9355
(Public Utility Holding Company Act of 1935)
Certificate of Notification
This Certificate of Notification is filed by Rochester Gas and Electric
Corporation ("RG&E") in connection with the transactions proposed in the
Application on Form U-1, as amended, in File No. 70-9355 (the "Application"),
filed by Rochester Gas and Electric Corporation. This transaction was
authorized by the order ("Order") of the Securities and Exchange Commission
("Commission") issued on January 29, 1999 (Release No. 35-26970). RG&E hereby
notifies the Commission that:
i. The transactions described in the Application have been carried out on
August 2, 1999 in accordance with the terms and conditions of, and for
the purposes requested in, the Application, and in accordance with the
terms and conditions of the Order, with one minor exception.
Energyline Corporation will remain an inactive subsidiary of RG&E
until RG&E dissolves Energyline.
ii. The holding company formed as a result of these transactions is named
RGS Energy Group, Inc.
iii. Filed herewith as Exhibit F-2 to the Application is the past-tense
opinion of counsel for Rochester Gas and Electric Corporation.
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August 3, 1999
Page 2
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to
be signed on its behalf by the undersigned thereunto duly authorized.
ROCHESTER GAS AND ELECTRIC CORPORATION
By: /s/ Michael T. Tomaino
-------------------------
Michael T. Tomaino
Dated: August 3, 1999
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EXHIBIT 99.(F)(2)
NIXON PEABODY LLP
Suite 700
One Thomas Circle, N.W.
Washington D.C. 20005
(202) 457-5300
August 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rochester Gas and Electric Corporation, File No. 70-9355
Ladies and Gentlemen:
We have been requested by Rochester Gas and Electric Corporation ("RG&E")
to provide you with our legal opinion with respect to New York law as it applies
to the matters referred to in paragraph F of Instructions to Exhibits of Form U-
1 under the Public Utility Holding Company Act of 1935 (the "Act") with respect
to the application filed by RG&E for an order under section 3(a)(1) of the Act.
As counsel for RG&E, we have examined, among other things, copies
identified or certified to our satisfaction as being true copies of the
following documents:
A. Restated Certificate of Incorporation of RG&E as presently in effect;
B. RG&E Bylaws as presently in effect;
C. Evidence as to the good standing of RG&E under the laws of the State
of New York; and
D. The Form U-1 filed by RG&E ("Form U-1").
The transaction has occurred in the manner described below and as further
described in the Form U-1 filed by RG&E. RG&E is a New York corporation. RG&E
has formed a holding company, RGS Energy Group, Inc. ("RGS Energy"), which was
incorporated in New York. RGS Energy has three subsidiaries: (1) RG&E, which
continues to operate its regulated utility businesses exclusively in New York;
(2) Energetix, Inc. ("Energetix"), which engages in various unregulated
businesses; and (3) RGS Development Corporation ("RGS"), which also engages in
various unregulated businesses. Energyline Corporation ("Energyline") will
remain an inactive subsidiary of RG&E until RG&E dissolves Energyline.
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August 3, 1999
Page 2
Based upon the foregoing, it is our opinion that:
1. All laws of the State of New York applicable to the proposed
transaction have been complied with;
2. RG&E and RGS Energy are duly incorporated and validly existing under
the laws of the State of New York;
3. Insofar as the laws of the State of New York are concerned, RGS Energy
has legally acquired all of the securities of each of RG&E, Energetix,
and RGS that RGS Energy was required to acquire in connection with the
transaction;
4. The stock of RG&E, Energetix, and RGS was acquired by RGS Energy. This
stock, as well as the stock of RGS Energy, has been in each case
validly issued, fully paid and non-assessable, and the holders thereof
are entitled to the rights and privileges appertaining thereto set
forth in the charter or other documents defining such rights and
privileges; and
5. Insofar as the laws of the State of New York are concerned, the
consummation of the transaction did not violate the legal rights of the
holders of any stock of RG&E, or the rights of the holders of any
securities issued by any "associate company" of RG&E as defined in the
Act.
Our opinion expressed in paragraph 5 above is limited to our knowledge of
the matters set forth in the Restated Certificate of Incorporation and Bylaws of
RG&E, each as presently in effect, and to the applicable laws of the State of
New York.
We express no opinion concerning (1) federal securities laws or regulations
or such laws or regulations of any state other than New York; (2) federal or
state antitrust, unfair competition or trade practice laws or regulations; (3)
pension and employee benefit laws and regulations; or (4) compliance with
fiduciary requirements.
We hereby consent to the use of this opinion as an exhibit to Form U-1.
Respectfully submitted,
/s/ Nixon Peabody LLP
Nixon Peabody LLP
