SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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In the Matter of
UNICOM CORPORATION
File No. 70-8353
(Public Utility Holding Company Act of 1935)
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Unicom Corporation (formerly named "CECo Holding
Company") hereby certifies that:
1. On September 1, 1994 Commonwealth Edison Company
("ComEd") and CECo Merging Corporation ("Merging Corp."),
pursuant to the terms and conditions of the Agreement and Plan of
Merger dated as of January 28, 1994 between ComEd and Merging
Corp. and the Supplemental Agreement dated as of January 28,
1994, among ComEd, Merging Corp. and Unicom Corporation, filed
Articles of Merger with the Secretary of State of Illinois
pursuant to which the following transactions became effective on
September 1, 1994:
a. Each issued and outstanding share of common stock
of ComEd was converted into one share of common
stock of Unicom Corporation;
b. The issued and outstanding shares of common stock
of Merging Corp. were converted into the number of
shares of common stock of ComEd issued and
outstanding immediately prior to the effective
time of the merger of Merging Corp. with and into
ComEd;
c. Each issued and outstanding share of common stock
of Unicom Corporation held by ComEd was cancelled
and retired;
d. Merging Corp. was merged with and into ComEd; and
e. Pursuant to applicable Illinois law, the separate
existence of Merging Corp. ceased with ComEd 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 Unicom Corporation in File No. 70-8353, and in accordance with
the terms and conditions of the Commission's Order dated July 22,
1994, with respect thereto.
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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
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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.
UNICOM CORPORATION
By /s/ John C. Bukovski
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John C. Bukovski
Vice President
Date: September 9, 1994
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Exhibit A
SIDLEY & AUSTIN
One First National Plaza
Chicago, Illinois 60603
September 9, 1994
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Unicom Corporation
File No. 70-8353
Opinion Pursuant to Item F(2)
of Instructions as to Exhibits
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Ladies and Gentlemen:
This opinion supplements our previous opinion to you
dated June 28, 1994, which was filed as amended Exhibit F-1 to
the Application on Form U-1, as amended (the "Application"), of
Unicom Corporation (formerly named "CECo Holding Company"), an
Illinois corporation ("Unicom"), which application was initially
filed on February 4, 1994, 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 January 28, 1994 (the "Agreement") between Commonwealth
Edison Company, an Illinois corporation ("ComEd"), and CECo
Merging Corporation, an Illinois corporation ("Merging Corp."),
and the Supplemental Agreement dated as of January 28, 1994 among
Unicom, ComEd 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.
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Securities and Exchange Commission
September 9, 1994
Page 2
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. Unicom is duly incorporated and validly existing under
the laws of the State of Illinois.
3. The shares of common stock of Unicom 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 Unicom.
4. ComEd is duly incorporated and validly existing under
the laws of the State of Illinois.
5. The shares of common stock of ComEd outstanding
immediately prior to the Merger have been legally acquired by
Unicom in connection with the Merger.
6. The Merger has not violated the legal rights of the
holders of any securities issued by Unicom, ComEd, 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 July 22, 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
SIDLEY & AUSTIN
