SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of
ILLINOVA CORPORATION
File No. 70-8305
(Public Utility Holding Company Act of 1935)
Illinova Corporation (formerly IP Holding Company)
hereby certifies that:
1. On May 26, 1994 Illinois Power Company
("Illinois Power") and IP Merging Corp. ("Merging Corp."),
pursuant to the terms and conditions of the Agreement and
Plan of Merger dated as of November 15, 1993 between
Illinois Power and Merging Corp., and the Supplemental
Agreement dated as of November 15, 1993 among Illinois
Power, Merging Corp. and Illinova Corporation, filed
Articles of Merger with the Secretary of State of Illinois
pursuant to which the following transactions became
effective on May 27, 1994:
a. Each issued and outstanding share of common
stock of Illinois Power was converted into
one share of common stock of Illinova
Corporation;
b. Each issued and outstanding share of common
stock of Merging Corp. was converted into one
share of common stock of Illinois Power;
c. Each issued and outstanding share of common
stock of Illinova Corporation held by
Illinois Power was cancelled and retired;
d. Merging Corp. was merged with and into
Illinois Power; and
e. Pursuant to applicable Illinois law, the
separate existence of Merging Corp. ceased
with Illinois Power being the surviving
entity of the merged corporations.
2. The above-described transactions have been
carried out in accordance with the terms and conditions of,
and for the purposes represented in, the Application on Form
U-1, as amended, of Illinova Corporation in File No. 70-
8305, and in accordance with the terms and conditions of the
Commission's Order, dated May 18, 1994, with respect
thereto.
<PAGE>
The following Exhibit is filed herewith:
Exhibit A - "Past Tense" opinion of counsel (also
to be considered Exhibit F-2 to Application on Form U-1).
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has
duly caused this Certificate of Notification to be signed on
its behalf by the undersigned thereunto duly authorized.
ILLINOVA CORPORATION
By /s/Leah Manning Stetzner
Leah Manning Stetzner
Vice President,
General Counsel and
Corporate Secretary
Date: June 6, 1994
SIDLEY & AUTSIN
One First National Plaza
Chicago, Illinois 60603
June 6, 1994
By Electronic Submission
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: File No. 70-8305
Opinion Pursuant to Item F(2)
of Instructions as to Exhibits
Ladies and Gentlemen:
This opinion supplements our previous opinion to
you dated November 15, 1993, which was filed as Exhibit F-1
to the Application on Form U-1, as amended (the
"Application"), of Illinova Corporation (formerly IP Holding
Company), an Illinois corporation ("Illinova"), in the above
proceeding under the Public Utility Holding Company Act of
1935. We hereby consent to the use of this opinion for such
purposes.
The Application requested authority for the merger
(the "Merger") contemplated by the Agreement and Plan of
Merger dated as of November 15, 1993 ("Agreement") between
Illinois Power Company, an Illinois corporation ("Illinois
Power"), and IP Merging Corp., an Illinois corporation
("Merging Corp."), and the Supplemental Agreement dated as
of November 15, 1993 among Illinova, Illinois Power and
Merging Corp.
We are familiar with the proceedings to date with
respect to the Merger and have examined such records,
documents and questions of law, and satisfied ourselves as
to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
Based upon the foregoing, we are of the opinion
that:
1. All laws of the State of Illinois applicable to
the Merger have been complied with.
2. Illinova is duly incorporated and validly existing
under the laws of the State of Illinois.
<PAGE>
Securities and Exchange Commission
June 6, 1994
Page 2
3. The shares of common stock of Illinova issued in
the Merger have been validly issued and are fully paid and
nonassessable and the holders of such shares are entitled to
the rights and privileges appertaining thereto set forth in
the Articles of Incorporation of Illinova.
4. Illinois Power is duly incorporated and validly
existing under the laws of the State of Illinois.
5. The shares of common stock of Illinois Power have
been legally acquired by Illinova in connection with the
Merger.
6. The Merger has not violated the legal rights of
the holders of any securities issued by Illinova, Illinois
Power, Merging Corp. or any associate company thereof.
7. The Merger has been carried out in accordance with
the Application and the Order of the Securities and Exchange
Commission dated May 18, 1994 with respect thereto.
This opinion is limited to the laws of the State
of Illinois. We do not find it necessary for purposes of
this opinion to cover, and accordingly we express no opinion
as to the application of the securities or blue sky laws of
the various states to the acquisition or issuance of shares
in connection with the Merger.
This opinion is being delivered solely for the
benefit of the person to whom it is addressed; accordingly
it may not be quoted or otherwise circulated or utilized for
any other purpose without our prior written consent. We
hereby consent to the filing of this opinion as an exhibit
to the Application.
Very truly yours,
/s/ Sidley & Austin
