11 December 2000
Dear Sirs
REGISTRATION STATEMENT ON FORM S-8
This opinion is given in connection with the registration under the United State
Securities Act of 1933, as amended (the ACT), of 12,000,000 ordinary shares of
50p each (SHARES) in the capital of Powergen plc, a company registered in
England and Wales, (the COMPANY) to be issued pursuant to the Powergen Long-Term
Incentive Plan - Roger Hale (the PLAN). We understand that a registration
statement on Form S-8 (the REGISTRATION STATEMENT) is being filed under the Act
with respect to the Shares.
We are acting as English legal advisers to the Company for the purposes of
giving this opinion. In so acting, we have examined:
(i) the Registration Statement to be filed under the Act;
(ii) the certificate of the Secretary of the Company certifying, amongst
other matters, that all Shares in issue have been validly issued and
are fully-paid and are not subject to calls for additional payments of
any kind;
(iii) a copy of the Company's Certificate of Incorporation dated 19 June 1998
and Certificate of Incorporation on Change of Name dated 9 December
1998;
(iv) copies of the Memorandum and Articles of Association of the Company as
currently in force (the MEMORANDUM and the ARTICLES respectively); and
(v) a copy of the rules of the Plan; and
(vi) such other documents as we deem necessary to form this opinion
and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.
Where relevant facts material to this opinion were not independently
established, we have relied upon statements of officers of the Company. In
considering the above documents and in rendering this opinion we have with your
consent and without any further enquiry assumed:
(i) Shares will be issued and paid for in accordance with the terms of the
Plan, the memorandum and articles of association of the Company in
force at the relevant time and the relevant provisions of the United
Kingdom Companies Act 1985, as amended;
(ii) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us whether as originals
or copies;
(iii) the conformity to originals of all documents supplied to us as
photocopies or facsimile copies;
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(iv) that the Company's Certificate of Incorporation on Change of Name
dated 9 December 1998 and the Memorandum and the Articles have not been
amended and are currently in force;
(v) that each general meeting of the shareholders of the Company at which
resolutions were passed in connection with the allotment and issue of
Shares was validly convened and constituted; that the resolutions
referred to in the minutes of such meetings were duly passed and have
not been amended, modified or revoked and are in full force and effect,
and that such minutes are a true and correct record of the proceedings
described therein;
(vi) full compliance by the Company with the provisions of the Plan; and
(vii) the Plan has not been amended or altered.
Based and relying solely upon the foregoing, we confirm that, in our opinion:
(a) the Company is a public limited company duly organised and validly
existing under the laws of England and Wales; and
(b) all necessary corporate action on the part of the Company has been
taken to authorise the issue or transfer of Shares as contemplated in
the Registration Statement and when so issued or transferred (in the
case of transfers of securities in issue as at the date hereof) such
Shares will be legally and validly issued and fully paid and not
subject to calls for additional payments of any kind.
This opinion is limited to English law as currently applied by the English
courts and is given on the basis that it will be governed by and construed in
accordance with current English law. Accordingly, we express no opinion with
regard to any system of law other than the law of England as currently applied
by the English courts.
This opinion is given to you solely for your benefit and for the purposes of the
Registration Statement to be filed under the Act. It is not to be transmitted to
any other person nor is it to be relied upon by any other person or for any
purposes or quoted or referred to any public document without our prior written
consent, except that we consent to the filing of this opinion as an Exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Yours faithfully
