UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of PP&L Resources, Inc. ) CERTIFICATE PURSUANT TO
on Form U-1 (File No. 70-9165) ) RULE 24 UNDER THE PUBLIC UTILITY
) HOLDING COMPANY ACT OF 1935
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Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, PP&L Resources, Inc. ("Resources"), a Pennsylvania
corporation, hereby certifies, by the undersigned officer hereunto duly
authorized, that the proposed transactions involving the merger of Keystone
Merger Corp., a Pennsylvania corporation and wholly-owned subsidiary of
Resources, with and into Penn Fuel Gas, Inc., a Pennsylvania corporation, as
proposed in Resources' Application, as amended (the "Application") to the
Securities and Exchange Commission (the "Commission") on Form U-1 (File No.
70-9165) and authorized by order of the Commission in Public Utility Holding
Company Act Release No. 35-26905, dated August 12, 1998 (the "Order"), has 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.
Exhibit
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F-2 "Past Tense" Opinion of Counsel of Michael A. McGrail, Senior
Counsel of PP&L, Inc.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Certificate to be signed
on its behalf by the undersigned thereunto duly authorized.
PP&L RESOURCES, INC.
By: /s/ John R. Biggar
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Name: John R. Biggar
Title: Vice President - Financial
Dated: August 28, 1998
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Exhibit F-2
August 28, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application of PP&L Resources, Inc. on
Form U-1 under the Public Utility Holding
Company Act of 1935 (File No. 70-9165)
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Ladies and Gentleman:
This opinion supplements my previous opinion to the Securities and
Exchange Commission (the "Commission") dated August 13, 1998, which was filed as
Exhibit F-1 to the Application on Form U-1 (File No. 70-9165) (the
"Application") of PP&L Resources, Inc. (the "Company") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"). The Application requested
that the Commission issue an order authorizing the acquisition by the Company of
all of the issued and outstanding shares of common stock of Penn Fuel Gas, Inc.
("Penn Fuel"), a Pennsylvania corporation and an exempt intrastate holding
company under the Act (the "Transaction"). Penn Fuel is the parent holding
company of PFG Gas, Inc., which provides regulated natural gas service in
southern and eastern Pennsylvania and in a small portion of northern Maryland,
and North Penn Gas Company, which provides regulated natural gas service in
northwestern and north central Pennsylvania.
In connection with this opinion, I have examined such corporate
records, certificates, and other documents as I have considered relevant and
necessary as a basis for the opinions expressed in this letter.
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The opinions expressed below with respect to the Transaction are
subject to and rely upon the following assumptions:
a. The Transaction has been duly authorized and approved, to the
extent required by the governing corporate documents and applicable state laws,
by the shareholders of Penn Fuel.
b. All required approvals, authorizations, consents, certificates,
rulings and orders of, and all filings and registrations with, all applicable
federal and state commissions and regulatory authorities with respect to the
Transaction have been obtained or made, as the case may be, and have become
final and unconditional in all respects and remain in effect (including the
approval and authorization of the Commission under the Act) and the Transaction
has been accomplished in accordance with all such approvals, authorizations,
consents, certificates, orders, filings and registrations.
c. The Registration Statement of the Company on Form S-4, as amended
to date (File No. 33-33565), filed with the Commission in connection with the
Transaction on August 13, 1997, amended on September 4, 1997, and declared
effective by the Commission on September 5, 1997, has remained effective
pursuant to the Securities Act of 1933, as amended; no stop order shall have
been entered with respect thereto.
e. All corporate formalities required by the laws of the Commonwealth
of Pennsylvania for the consummation of the Transaction have been taken.
f. The parties have obtained all consents, waivers and releases, if
any, required for the Transaction under all applicable governing corporate
documents, contracts, agreements, debt instruments, indentures, franchises,
licenses and permits.
Based on the foregoing, and subject to the assumptions and conditions
set forth herein, I am of the opinion that:
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1. The Transaction has complied with all applicable laws of the
Commonwealth of Pennsylvania.
2. The Transaction has been consummated in accordance with the
Application.
3. The Company and Penn Fuel are each a corporation validly organized
and duly existing under the laws of the Commonwealth of Pennsylvania.
4. The shares of Company common stock issued in the Transaction have
been validly issued, fully paid and nonassessable, and the holders thereof are
entitled to the rights and privileges appertaining thereto as set forth in the
Articles of Incorporation of the Company. The shares of Penn Fuel common and
preferred stock acquired by the Company in the Transaction were validly issued,
fully paid and nonassessable, and the holders thereof were entitled to the
rights and privileges appertaining thereto as set forth in the Articles of
Incorporation of Penn Fuel.
5. The shares of Penn Fuel common and preferred stock acquired by the
Company in the Transaction have been legally acquired by the Company.
6. The consummation of the Transaction has not violated the legal
rights of the holders of any securities issued by the Company, or any associate
company thereof.
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This opinion is being delivered solely for the benefit of the person
to whom it is addressed; accordingly, it may not be utilized by any other person
for any other purpose without my prior consent. I hereby consent to the use of
this opinion as an exhibit to the Application.
Very truly yours,
/s/ Michael A. McGrail
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Michael A. McGrail
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