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EXHIBIT G-1.3
December 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Powergen plc/LG&E Energy Corp. Merger
Ladies and Gentlemen:
Powergen plc ("Powergen"), a registered holding company, LG&E Energy Corp.
("LG&E Energy"), a public-utility holding company exempt from registration, and
several subsidiary companies of Powergen (collectively, the "Applicants" or
"Declarants," as the case may be) have applied to the Commission on an
application/declaration under File No. 70-9671 ("Application") for authority
relating to the acquisition by Powergen of LG&E Energy and the indirect
acquisition of the common stock of LG&E Energy's public-utility subsidiary
companies (the "Merger"). Powergen also requested in the Application that the
Commission approve, among other things: (1) the retention of LG&E Energy and
Kentucky Utilities ("KU"), a public-utility subsidiary of LG&E Energy and itself
a public-utility holding company, as holding company subsidiaries exempt from
registration under Sections 3(a)(1) and 3(a)(2) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), respectively; (2) certain
acquisition-related financing matters; (3) retention of the gas utility system
of Louisville Gas & Electric Company ("LG&E"), a public-utility subsidiary of
LG&E Energy; (4) the retention of Powergen's existing non-utility activities,
businesses and investments; (5) the acquisition of LG&E Energy's interests in
the non-utility activities, businesses and investments of LG&E Energy; (6)
external and intrasystem financings by Powergen and certain of its subsidiary
companies and LG&E Energy and its subsidiary companies; (7) use of the proceeds
from securities issuances to invest in exempt wholesale generators, as defined
in Section 32 of the Act, and foreign utility companies, as defined in Section
33 of the Act; (8) implementation of a system tax allocation agreement; (9)
establishment of a service company subsidiary; and (10) adoption of utility and
nonutility service company agreements. In addition, the Declarants filed a
declaration under File No. 70-9763 ("Declaration") for authorization for an
intercompany loan among two of Powergen's subsidiary companies,
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which loan is necessary for the efficient transfer of the proceeds from asset
sales within the Powergen system for purposes of, among others, paying down the
debt incurred to acquire LG&E Energy. An order was issued by the Commission on
December 6, 2000 (Holding Co. Act Release No. 27291) authorizing File No. 70-
9671, File No. 70-9763, approving the Merger, reserving jurisdiction over
certain non-utility subsidiary holdings of LG&E Energy, and reserving
jurisdiction over the proposed tax allocation agreement. Upon consummation of
the Merger, Powergen and the intermediate companies in the LG&E Energy ownership
chain filed a notification of registration on Form U5A.
As Company Secretary and General Counsel for Powergen, I deliver this past-
tense opinion to you for filing as Exhibit G-1.3 to the Application and as
Exhibit G-1.3 to the Declaration. In connection with this opinion, I 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 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 us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to this opinion, I have, when relevant facts were not
independently established, relied upon statements contained in the Application
and in the Declaration.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
The Merger has been duly authorized and approved, to the extent
required by the governing corporate documents and applicable state
laws, by the boards of directors of Powergen and LG&E Energy, and
their shareholders.
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 Merger have been obtained or made, as the case may
be, and have become final and
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unconditional in all respects and have remained in effect (including
the approval and authorization of the Commission under the Act) and
the Merger has been accomplished in accordance with all such
approvals, authorizations, consents, certificates, orders, filings and
registrations.
The Commission has duly entered an appropriate order with respect to
the Merger as described in the Application and Declaration granting
and permitting the Application and Declaration to become effective
under the Act and the rules and regulations thereunder.
The solicitation of proxies from the shareholders of LG&E Energy with
respect to the Merger was conducted in accordance with the Securities
Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
thereunder has expired.
The appropriate corporate formalities as are required by the laws of
the State of Kentucky for the consummation of the Merger have been
taken; and such Merger has become effective in accordance with the
laws of the State of Kentucky.
The parties have obtained all consents, waivers and releases, if any,
required for the Merger under all applicable governing corporate
documents, contracts, agreements, debt instruments, indentures,
franchises, licenses and permits.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:
(a) all state and federal laws applicable to the Merger have been complied
with;
(b) each of the Applicants and Declarants is duly formed or incorporated
under the laws of the jurisdiction in which it is domiciled;
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(c) Powergen has legally acquired the shares of the common stock of LG&E
Energy, and;
(d) the consummation of the Merger did not violate the legal rights of the
holders of any securities issued by Powergen, or by any associate company
thereof.
I am a member of the Law Society of England and Wales, the place of
incorporation of Powergen. I am not a member of the bars of any other country,
or any 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
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 by Powergen, in particular, Sullivan & Cromwell, Swidler Berlin Shereff
Friedman, LLP, and Ogden, Newell & Welch, who are expert in the laws applicable
to the Applicants and Declarants.
I hereby consent to the filing of this opinion as an exhibit to the
Application (Exhibit G-1.3 to File No. 70-9671) and to the Declaration (Exhibit
G-1.3 to File No. 70-9763).
Very truly yours,
/s/ David J. Jackson
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Company Secretary and General Counsel
Powergen plc
