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EXHIBIT G-1.1; OPINION OF COUNSEL, POWERGEN PLC
December 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Powergen plc-Declaration for Loan Authorization, 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 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 Powergen
and its subsidiary companies, I deliver this opinion to you for filing
as Exhibit G-1.1 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 and a subsidiary to become an intermediate
holding company between Powergen and LG&E Energy, in order to efficiently
transfer the proceeds from Powergen's asset sales, all or a portion of which
will be applied towards the debt incurred to acquire LG&E Energy.
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 Declarants.
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.
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.
. Appropriate corporate actions will have been taken by both the
issuer and acquirer of the securities contemplated by the
Application-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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. Each of the Declarants, and their subsidiaries 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, I am of the opinion
that, 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 valid and binding obligations of the issuer or
guarantor in accordance with their terms;
(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 Powergen, or by any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Declaration.
Very truly yours,
Signed:
David Jackson
Company Secretary and
General Counsel
Powergen plc
