UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- -----------------------------------------------------------------
Application of DQE, Inc., )
) CERTIFICATE PURSUANT TO
DQE Energy Services, Inc. ) RULE 24 UNDER THE PUBLIC
) UTILITY HOLDING COMPANY ACT
and DH Energy, Inc. on ) OF 1935
)
Form U-1 (File No. 70- )
9027)
- -----------------------------------------------------------------
Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935 (the "Act"), DQE, Inc.("DQE"), a Pennsylvania corporation
and a public utility holding company, DQE Energy Services, Inc. ("Energy
Services"), a Pennsylvania corporation and wholly owned subsidiary of DQE, and
DH Energy, Inc. ("DH Energy"), a Pennsylvania corporation and wholly owned
subsidiary of Energy Services, hereby certify that (a) the assignment to DH
Energy by Allegheny Development Corporation ("ADC"), of all of ADC's rights and
obligations under (i) the Heinz Facility Lease dated as of January 22, 1997
between Heinz USA and ADC and (ii) the Energy Supply Agreement dated as of
January 22, 1997 between Heinz USA, ADC and Duquesne Energy, Inc. and (b) the
execution of an Operation and Maintenance Services Agreement between ADC and MT
Energy, Inc.,("MT Energy"), a Pennsylvania corporation, pursuant to which MT
Energy will serve as operator of ADC's energy facility at the Midfield Terminal
Complex at the Greater Pittsburgh International Airport, as proposed in the
Application to the Securities and Exchange Commission (the "Commission") on Form
U-1 (File No. 70-9027) of DQE, Energy Services, and DH Energy and authorized by
order of the Commission in Public Utility Holding Company Act Release No.
35-26728, dated June 10, 1997, have been carried out in accordance with the
terms and conditions of and for the purposes represented by the Application and
of the Commission's order with respect thereto.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Certificate to be signed
on their behalf by the undersigned hereunto duly authorized.
Dated: August 8, 1997
DQE, Inc.
By: /s/ Victor A. Roque
Vice-President
DQE ENERGY SERVICES, INC.
By: /s/ Alexis Tsaggaris
Alexis Tsaggaris
President
DH ENERGY, INC.
By: /s/ Alexis Tsaggaris
Alexis Tsaggaris
President
August 8, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application on Form U-1 (File 70-9027) (the "Application") of DQE, Inc. ("DQE"),
DQE Energy Services, Inc. ("Energy Services") and DH Energy, Inc. ("DH Energy")
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
DQE, Energy Services and DH Energy shall be referred to herein as the
"Applicants". The Application requests that the Commission issue an order
authorizing (i) the assignment by Allegheny Development Corporation ("ADC") to
DH Energy, Inc. ("DH Energy") of all of ADC's rights and obligations under the
Heinz Facility Lease between ADC and Heinz USA, a division of H.J. Heinz Company
("Heinz"), dated as of January 22, 1997 and the Energy Supply Agreement among
ADC, Heinz and Duquesne Energy, Inc., a Pennsylvania corporation and a wholly
owned subsidiary of Energy Services, dated as of January 22, 1997 and (ii) the
execution of an Operation and Maintenance Services Agreement between ADC and MT
Energy, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Energy
Services ("MT Energy"), pursuant to which MT Energy will serve as operator of
ADC's energy facility located at the Midfield Terminal Complex at the Greater
Pittsburgh International Airport.
In connection with this opinion, I have examined originals or copies
certified or otherwise identified to our satisfaction of such corporate records
of DQE, Energy Services, DH Energy and Heinz, certificates of public officials,
certificates of officers and representatives of DQE, Energy Services, DH Energy
and Heinz and other documents as I have deemed necessary in order to render the
opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals and the conformity to
the original documents of all documents submitted to me as copies. As to any
facts material to our opinion, I have, when relevant facts were not
independently established, relied upon the aforesaid agreements, instruments,
certificates and documents.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, I am of the opinion that when the Commission has taken the action
requested in the Application:
1. All state laws applicable to the proposed transactions have been
complied with.
2. DH Energy and MT Energy are each corporations validly organized, duly
existing and in good standing in the Commonwealth of Pennsylvania.
3. The common stock of DH Energy and MT Energy issued to Energy Services
is validly issued, fully paid and non-assessable and Energy Services
as the holder thereof, is entitled to the rights and privileges
appertaining thereto as set forth in the corporate documents defining
such rights and privileges.
4. Energy Services has legally acquired all of the issued and outstanding
common stock of DH Energy and MT Energy.
5. DH Energy and MT Energy have legally entered into and consummated the
transactions.
6. The consummation of the transactions did not violate the legal rights
of the holders of any securities issued by the Applicants.
I am a member of the Bar of Commonwealth of Pennsylvania and do not purport
to be expert on, nor do I opine as to, the laws of any jurisdiction other than
the Commonwealth of Pennsylvania and the federal laws of the United States of
America.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ Linda S. Ackerman
Linda S. Ackerman
Assistant General Counsel
