EX-5 7 exhf2.txt EX. F-2 - OPINION OF SPECIAL COUNSEL TO AMEREN EXHIBIT F-2 [Jones Day] January 22, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Ameren Corporation, et al. Form U-1 Application-Declaration (File No. 70-10078) Dear Sirs: We refer to the Form U-1 Application/Declaration, as amended, in the above-referenced proceeding (the "Application"), under the Public Utility Holding Company Act of 1935, as amended (the "Act"), filed with the Securities and Exchange Commission (the "Commission") by Ameren Corporation ("Ameren"), a Missouri corporation, its indirect wholly-owned non-utility subsidiary, Ameren Energy Fuels and Services Company ("Ameren Fuels"), an Illinois corporation, CILCORP Inc. ("CILCORP"), an Illinois corporation, and CILCORP's direct and indirect public-utility subsidiaries, Central Illinois Light Company ("CILCO") and Central Illinois Generation, Inc. ("CIGI"), both of which are Illinois corporations (the "Applicants"). CILCORP, CILCO and CIGI are herein referred to as the "CILCORP Companies." Capitalized terms used in this letter without definition have the meanings ascribed to such terms in the Application. In the Application, Ameren is seeking authorization under the Act to acquire all of the issued and outstanding common stock of CILCORP (the "Transaction"), as a result of which Ameren would indirectly acquire all of the issued and outstanding common stock of CILCO and CIGI. Ameren is also requesting findings by the Commission that would permit it to retain all of CILCORP's existing direct and indirect non-utility subsidiaries and investments, with certain exceptions; to retain the combined gas utility system of CILCO, Union Electric Company and Central Illinois Public Service Company as an additional integrated public-utility system; and to retain CILCORP as a subsidiary holding company. CILCORP and CILCO are requesting that the Commission issue an order pursuant to Section 3(a)(1) of the Act exempting each company, as a holding company, and its subsidiary companies as such from all provisions of the Act, except Section 9(a)(2). CILCO is seeking approval to transfer its generating assets to CIGI, in the event that such transfer occurs following closing of the Transaction. In the Application, the Applicants are also requesting that the Commission approve the following related transactions: (i) CILCO to continue to provide certain administrative, management and technical services at cost to CILCORP and its other associate companies for a period not to exceed two years following closing of the Transaction; (ii) Ameren Fuels to enter into separate fuel services agreements with CILCO and CIGI pursuant to which Ameren Fuels will manage, at cost, gas supply resources and fuel procurement for CILCO and CIGI; (iii) the issuance of short-term debt securities (i.e., maturities of less than one year) by CILCORP, CILCO and CIGI in aggregate amounts at any time outstanding during the Authorization Period not to exceed $250 million for each company, less the amount, if any, of short-term borrowings by any of such companies from Ameren; (iv) the issuance of long-term notes by CILCORP to refinance the CILCORP Senior Notes in an aggregate principal amount not to exceed the current principal amount of the CILCORP Senior Notes ($475 million) plus the amount of any prepayment or "make whole" premium required to be paid in connection with any prepayment of the CILCORP Senior Notes, and the guarantee of such notes (or of the CILCORP Senior Notes) by Ameren; (v) the issuance of Long-term Securities by CIGI in an aggregate amount at any time outstanding during the Authorization Period not to exceed $500 million; (vi) to the extent not exempt under Rule 52(a), CILCORP, CILCO and CIGI to enter into and perform Interest Rate Hedges and Anticipatory Hedges; (vii) CILCORP to issue and Ameren to acquire long-term equity and debt securities in an aggregate amount at any time outstanding during the Authorization Period not to exceed $1 billion and short-term debt securities (i.e., maturities of up to one year) in an aggregate principal amount at any time outstanding during the Authorization Period not to exceed $250 million; (viii) CIGI to issue and Ameren to acquire long-term notes in an aggregate principal amount at any time outstanding during the Authorization Period not to exceed $500 million and short-term notes in an aggregate principal amount at any time outstanding during the Authorization Period not to exceed $250 million; (ix) CILCO to issue and Ameren to acquire short-term notes in an aggregate principal amount at any time outstanding during the Authorization Period not to exceed $250 million; (x) CILCORP to maintain, renew and extend any guarantees and other forms of credit support that are outstanding on the date that the Transaction closes, and from time to time during the Authorization Period, to issue new guarantees and provide other forms of support with respect to securities or other obligations of its subsidiaries in an 2 aggregate amount at any time outstanding during the Authorization Period not to exceed $500 million; (xi) CILCORP, CILCO and CIGI to organize and acquire the common stock or other equity securities of one or more Financing Subsidiaries formed exclusively for the purpose of facilitating the issuance of long-term debt or equity securities of such companies, and to issue, and any Financing Subsidiary to acquire, Notes to evidence the loan of financing proceeds by any Financing Subsidiary to CILCORP, CILCO or CIGI, as the case may be; and (xii) CILCORP to pay dividends out of capital or unearned surplus in an amount equal to CILCORP's retained earnings at the time the Transaction closes plus the amount, if any, recorded as an impairment to goodwill on the books of CILCORP in accordance with applicable accounting rules. We have acted as counsel to Ameren in connection with the Transaction. In connection with this opinion, we have examined the Application and the exhibits thereto, the Stock Purchase Agreement, and originals, or copies certified to our satisfaction, of such corporate records of Ameren and other entities, certificates of public officials, orders of regulatory bodies having jurisdiction over aspects of the Transaction and related transactions, certificates of officers and representatives of the Ameren and other entities and such other documents, records and matters of law as we have deemed necessary for the purposes of this opinion. Based upon the foregoing, and subject to the assumptions and conditions set forth herein, and having regard to legal considerations which we deem relevant, we are of the opinion that, in the event that the proposed Transaction and other related transactions are consummated in accordance with the Application: 1. All state laws applicable to the proposed Transaction and other related transactions will have been complied with by Ameren and Ameren Fuels. 2. Ameren will legally acquire the common stock of CILCORP. 3. The consummation of the Transaction and other related transactions will not violate the legal rights of the holders of any securities issued by any associate company of Ameren incorporated in Illinois. The opinions expressed above are subject to the following further assumptions and conditions: a. The authorization and approval of the Transaction by the Board of Directors of Ameren and, to the extent required, the authorization and approval of the other related transactions, to the extent that they concern Ameren and Ameren Fuels, by the Boards of Directors and shareholders of such companies remain in full force and effect; 3 b. All required approvals, authorizations, consents, certificates, and orders of, and all filings and registrations with, all applicable federal and state commissions and regulatory authorities with respect to the Transaction and other related transactions, to the extent that they concern Ameren and Ameren Fuels, shall have been obtained or made, as the case may be, and shall remain in effect (including the approval and authorization of the Commission under the Act, the Federal Energy Regulatory Commission under the Federal Power Act, as amended, and the rules and regulations thereunder, and the Illinois Commerce Commission under the applicable laws of the State of Illinois), and the Transaction and other related transactions, to the extent that they concern Ameren and Ameren Fuels, shall have been accomplished in accordance with all such approvals, authorizations, consents, certificates, orders, filings and registrations; c. The Commission shall have duly entered an appropriate order or orders with respect to the Transaction and other related transactions as described in the Application granting and permitting the Application to become effective under the Act and the rules and regulations thereunder; d. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder shall have expired with respect to the Transaction; e. Ameren and Ameren Fuels shall have obtained all consents, waivers and releases, if any, required for the Transaction and other related transactions under all applicable governing corporate documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits; f. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed herein; g. The Transaction and other related transactions shall have been consummated as described in the Application and under the supervision of us and of Steven R. Sullivan, Vice President Regulatory Policy, General Counsel and Secretary of Ameren, acting for the Applicants and all legal matters incident thereto shall be satisfactory to each of us; h. We are members of the Bar of the State of Illinois and do not express any opinion herein concerning any law other than the laws of the State of Illinois, the Federal law of the United States of America and the corporate law of the State of Delaware. A copy of this opinion is being delivered to Steven R. Sullivan, Vice President Regulatory Policy, General Counsel and Secretary of Ameren, and Craig W. Stensland, Corporate Secretary of CILCORP, each of whom, in rendering his opinion of even date herewith to the Commission, is hereby authorized to rely upon the opinions expressed herein to the same extent as if this opinion had also been addressed directly to him. For purposes of this opinion, with respect to all matters governed by the laws of Illinois and Delaware as applicable to the CILCORP Companies, we have relied upon the opinion of even date herewith of Craig W. Stensland, as filed as an Exhibit to the Application; and 4 i. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certificates by officers of Ameren and other appropriate persons and statements contained in the Application. We hereby consent to the use of this opinion in connection with the Application. This opinion is intended solely for the use of the Commission and, except as indicated in paragraph h. above, may not be relied upon by any other person. Very truly yours, /s/ Jones Day 5