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EXHIBIT G-1.2, OPINION OF COUNSEL, LG&E ENERGY CORP
December 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Powergen plc-Declaration, File No. 70-9763
Dear Sir/Madam:
Powergen plc ("Powergen") has applied to the Securities and Exchange
Commission ("Commission") for authority for two of its subsidiary companies to
enter into one or more intercompany loans. This loan transaction is related to
Powergen's proposed merger ("Merger") with LG&E Energy Corp. ("LG&E Energy"),
for which authorization is requested in a separate filing, File No. 70-9761.
Upon consummation of the Merger, Powergen will register as a holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
As counsel for LG&E Energy and its subsidiary companies, I deliver this opinion
to you for filing as Exhibit G-1.2 to the Declaration referenced above. Briefly
stated, the Declarants are seeking authority, under Section 12 of the Act, for
Powergen UK plc, a subsidiary company of Powergen, to loan funds to Powergen US
Holdings, another subsidiary of Powergen. Powergen US Holdings will become an
intermediate holding company between Powergen and LG&E Energy. The intercompany
loan or loans will be made in order to efficiently transfer the proceeds from
Powergen's asset sales from Powergen UK to Powergen US Holdings, all or a
portion of which will be applied towards the debt incurred to acquire LG&E
Energy.
I am a member of the bar of Kentucky, the place of organization of LG&E
Energy. I am not a member of the bar of any other country or state of the United
States, and I do not hold myself out as an expert in the laws of such states,
although I have consulted and will consult with counsel to LG&E Energy and
Powergen who are experts in such laws. For purposes of this opinion, to the
extent I deemed necessary, I have relied on advice from counsel employed or
retained directly or indirectly by LG&E Energy.
In connection with this opinion, I, or attorneys in whom I have confidence,
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Declaration. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned thereto in the Declaration.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
. The Commission shall have duly entered an appropriate order or orders
with respect to the proposed transactions, as described in the
Declaration, permitting the Declaration to become effective under the Act
and the rules and regulations thereunder, and the proposed transactions
are consummated in accordance with the Declaration and the Commission's
orders.
. No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed below.
. With respect to LG&E Energy and each of its subsidiaries and associate
companies, appropriate corporate actions will have been taken by both the
issuer and acquirer of the securities contemplated by the Declaration and
the documents transferring the securities will have been duly authorized,
executed and delivered with all appropriate transfer or other taxes paid.
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. LG&E Energy and each of its subsidiaries and associate companies
involved in the proposed transactions, will at the time of the proposed
transactions be a duly incorporated corporation or duly formed limited
liability company or partnership in the jurisdiction in which it is
domiciled.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, it is my opinion that,
with respect to LG&E Energy and each of its subsidiaries, in the event the
proposed transactions are consummated in accordance with the Declaration:
(a) all state and federal laws applicable to the proposed transactions will
have been complied with;
(b) the issuer of any securities proposed in the Declaration is duly formed or
incorporated under the laws of the jurisdiction in which it is domiciled;
(c) such securities will be validly issued, fully paid and nonassessable, and
the holders thereof will be entitled to the rights and privileges appertaining
thereto set forth in the charter or other document defining such rights and
privileges;
(d) the Declarants will legally acquire any securities or assets subject to
this Declaration, and;
(e) the consummation of the proposed transactions will not violate the legal
rights of the holders of any securities issued by LG&E Energy, or any of its
subsidiaries.
I hereby consent to the filing of this opinion as an exhibit to the
Declaration.
Very truly yours,
Signed:
John R. McCall
General Counsel
LG&E Energy Corp
