Pre-Effective Amendment to Application or Declaration — Form U-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U-1/A Pre-Effective Amendment to Application or 5± 23K
Declaration -- formu1a
2: EX-3.1 Articles of Association and Bylaws of E.On Ag 11± 40K
3: EX-3.2 Memo and Articles of Asso. of Powergen Plc 66± 263K
11: EX-21 Description of E.On's Subsidiary Companies 103 350K
4: EX-99.1 Letter Agreement Dated April 8, 2001 12± 43K
14: EX-99.10 Amended LG&E Services Service Agremt. 13± 51K
15: EX-99.11 Opinion of Counsel- E.On 3 13K
16: EX-99.12 Opinion of Counsel-Powergen 2± 14K
17: EX-99.13 E.On Ag Consol Fin Statmts Year End 12/31/00 4 30K
18: EX-99.14 Pro Fm Cnsl Bal Sheet & Incm Stmt End 12/31/00 2 19K
19: EX-99.15 LG&E Energy Consol Fin Stmt End 12/31/00 44 236K
5: EX-99.2 Appl. to Kentucky Public Service Commission 13± 59K
6: EX-99.3 Order of the Kentucky Public Service Commission 29± 113K
7: EX-99.4 Appl. to the Va State Corp. Commission 112± 429K
8: EX-99.5 Order of the Virginia State Corp. Commission 14 41K
9: EX-99.6 Appl. to the Federal Energy Regulatory Comm. 142 634K
10: EX-99.7 Ferc Order 10 38K
12: EX-99.8 Description of Powergen's Subsidiary Companies 38 169K
13: EX-99.9 Appointment of Agent for Services of Process 2 12K
EX-99.11 — Opinion of Counsel- E.On
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Exhibit K-1
October 18, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application of E.ON AG, Powergen plc, Powergen US Holdings Limited,
Powergen US Investments, Powergen Luxembourg sarl, Powergen Luxembourg
Holdings sarl, Powergen Luxembourg Investments sarl, Powergen USA, and
Powergen US Investments Corp. on Form U-1, File No. 070-09961.
Dear Ladies and Gentlemen:
E.ON AG ("E.ON"), a company formed under the laws of the Federal Republic
of Germany, Powergen plc, Powergen US Holdings Limited, Powergen US Investments,
Powergen Luxembourg sarl, Powergen Luxembourg Holdings sarl, Powergen Luxembourg
Investments sarl, Powergen USA, and Powergen US Investments Corp. (collectively,
"Applicants"), have filed the above-referenced application/declaration with the
Commission (the "Application") for approval in connection with E.ON's
acquisition of all the voting securities of Powergen plc (the "Acquisition").
The Acquisition will result in E.ON's indirect acquisition of Powergen's U.S.
holding company, LG&E Energy Corp., and its public utility company subsidiaries,
Louisville Gas and Electric Company and Kentucky Utilities Company. After
completion of the Acquisition, E.ON will register as a holding company under
Section 5 of the Public Utility Holding Company Act (the "Act").
I am an attorney practicing in Germany. For purposes of this opinion and to
the extent I deemed necessary, I have relied on advice from counsel employed or
retained by E.ON, in particular, LeBoeuf, Lamb, Greene & MacRae, L.L.P., and
Slaughter and May, who are experts in the laws applicable to the Applicants.
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 Application.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
o The Commission shall have duly entered an appropriate order or orders with
respect to the proposed transactions and exemptions, as described in the
Application, permitting the Application to become effective under the Act
and the rules and regulations thereunder, and the proposed transactions
shall be consummated in accordance with the Application and the
Commission's orders.
o No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed
below.
o Appropriate corporate actions will have been taken by both the issuer and
acquirer of the securities contemplated by the Application and the
documents transferring the securities will have been duly authorized,
executed and delivered.
o Each of the Applicants, 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.
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 Application:
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(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 Application would be
duly formed or incorporated under the laws of the jurisdiction in
which it is domiciled;
(c) such securities will, in the case of stock, 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) in the case of debt securities, such securities will be valid and
binding obligations of the issuer or guarantor in accordance with
their terms;
(e) the Applicants will legally acquire any securities or assets
subject to this Application, and;
(f) the consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by E.ON,
or by any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
//s//Ulrich Hueppe
Ulrich Hueppe
General Counsel and Executive
Vice President
E.ON AG
//s//Guntram Wuerzberg
Dr. Guntram Wuerzberg
Vice President General Legal Affairs
E.ON AG
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘U-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 10/23/01 | | | | | | | U-1/A |
| | 10/18/01 | | 1 |
| List all Filings |
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