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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
IN THE MATTER OF : CERTIFICATE
SEMPRA ENERGY, ET AL. : PURSUANT TO
: RULE 24
File No. 70-9333 :
:
(Public Utility Holding Company:
Act of 1935) :
--------------------------------
This Certificate of Notification (the "Certificate") is
filed by Sempra Energy ("Sempra"), a California corporation and
an exempt holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), in connection with
the transaction proposed in the Form U-1 Application-Declaration
(the "Application-Declaration"), as amended, of Sempra in File
No. 70-9333. The transaction was authorized by Order of the
Securities and Exchange Commission (the "Commission") dated
February 1, 1999 (the "Order"). Sempra hereby certifies the
matters set forth below pursuant to Rule 24 of the rules under
the Act:
i. That, through an indirect subsidiary, Frontier
Pacific, Inc., Sempra has acquired 90.1% of the membership
interests of Frontier Energy, LLC ("Frontier"), a North Carolina
limited liability company which will become a "gas utility
company" within the meaning of Section 2(a)(4) of the Act .
ii. The transaction approved by the Commission has
been carried out in accordance with the terms and conditions of,
and for the purposes requested in, the Application-Declaration,
and in accordance with the terms and conditions of the Order.
iii. Filed herewith as Exhibits F-1 and F-2,
respectively, are "past-tense" Opinions of Counsel for Sempra.
S I G N A T U R E
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, the undersigned
companies have duly caused this Certificate to be signed on their
behalf by the undersigned thereunto duly authorized.
SEMPRA ENERGY
By: /s/ Warren I. Mitchell
----------------------
Name: Warren I. Mitchell
Title: Group President -
Regulated Business
Units
FRONTIER PACIFIC, INC.
By: /s/ Eric B. Nelson
------------------
Name: Eric B. Nelson
Title: President
February 12, 1999
2
EXHIBIT F-1
February 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sempra Energy, et al.
Application on Form U-1
SEC File No. 70-9333
Dear Ladies and Gentlemen:
On behalf of Sempra Energy and Frontier Pacific, Inc. (jointly, the
"Applicants"), I have examined the Application on Form U-1, dated July 17, 1998,
under the Pubic Utility Holding Company Act of 1935 (the "Act"), filed by the
Applicants with the Securities and Exchange Commission (the "Commission") and
docketed by the Commission in SEC file No.70-9333, as amended by Amendment No. 1
dated October 30, 1998, and by Amendment No. 2 dated November 23, 1998, of which
this opinion is a part. The Application, as so amended, is hereinafter referred
to as the "Application." Capitalized terms not defined herein have the meanings
set forth in the Application.
I have reviewed the Order of the Securities and Exchange Commission (the
"Commission") dated February 1, 1999 (the "Order") authorizing the Applicants to
acquire directly or indirectly up to 90.1% of the issued and outstanding
membership interests of Frontier Energy LLC ("Frontier") which will become a
"gas utility company" within the meaning of the Act (the " Transaction").
I am an attorney licensed in the State of California and am counsel for
the Applicants. I am familiar with the issuance of securities by Sempra Energy
and its associate companies. I have examined copies, signed, certified or
otherwise proven to my satisfaction, of the Application and the SEC Order. In
addition, I have examined such other instruments, agreements and documents and
made such other investigation as I have deemed necessary as a basis for this
opinion.
For the purposes of the opinions expressed below, I have assumed (except,
and to the extent set forth in my opinions below, as to the Applicants) that all
of the documents referred to in this opinion letter have been duly authorized,
executed and delivered by, and constitute legal, valid, binding and enforceable
obligations of, all of the parties to such documents, that all such signatories
to such documents have been duly authorized, that all such parties are duly
organized and validly existing and have the power and authority (corporate,
partnership or other) to execute, deliver and perform such documents and that
such authorization, execution and delivery by each such party does not, and such
performance does not, breach or constitute a violation of any law of any
jurisdiction. Based upon the foregoing, I am of the opinion, insofar as the laws
of California are concerned that:
(a) all California laws applicable to the Transaction have been complied
with.
(b) Sempra Energy is a corporation validly organized and duly existing
under the laws of the State of California.
(c) The Applicants have legally acquired the membership interests of
Frontier being acquired.
(d) Consummation of the Transaction does not violate the legal rights of
the holders of any securities issued by the Applicants or any associate company
thereof.
The opinion expressed above are subject to the following assumptions or
conditions:
(a) The Transaction has been consumated in accordance with the terms of the
Order.
(b) The Transaction was effected in accordance with required approvals,
authorizations, consents, certificates and orders of any state or federal
commission or regulatory authority with respect to the Transaction and all such
required approvals, authorizations, consents, certificates and orders shall have
been obtained and remain in full force and effect.
I hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Sincerely,
/s/ Donald C. Liddell
Donald C. Liddell
{Kilpatrick Stockton LLP letterhead} EXHIBIT F-2
February 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: SEMPRA ENERGY, ET AL.
APPLICATION ON FORM U-1
SEC FILE NO. 70-9333
Dear Ladies and Gentlemen:
On behalf of Sempra Energy and the Applicant Frontier Pacific, Inc.
(jointly, the "Applicants"), we have examined the Application on From U-1, dated
July 17, 1998, under the Public Utility Holding Company Act of 1935 (the "Act"),
filed by the Applicants with the Securities and Exchange Commission (the
"Commission") and docketed by the Commission in SEC file No. 70-9333, as amended
by Amendment dated October 30, 1998, of which this opinion is to be a part, as
well as the Memorandum Opinion and Order issued by the Commission on February 1,
1999, Release No. 35-26971, approving same ("Memorandum Opinion and Order"). The
Application, as so amended, is hereinafter referred to as the "Application".
Capitalized terms not defined herein have the meanings set forth in the
Application.
As set forth in the Application, the Applicants have acquired up to
90.1% of the membership interest of Frontier Energy, LLC ("Frontier") to become
a "gas utility company" within the meaning of the Act (the "Proposed
Transaction").
The attorneys signing this letter on behalf of Kilpatrick Stockton LLP
are attorneys licensed in the State of North Carolina and are counsel for the
Applicants regarding state regulatory matters. We have examined copies, signed,
certified or otherwise proven to my satisfaction, of the Application. In
addition, we have examined such other instruments, agreements and documents and
made such other investigation related to North Carolina state approvals,
certificates, and licenses as we have deemed necessary as a basis for this
opinion. We have also examined the Memorandum Opinion and Order. We have also
relied upon representations and statements of officials and agents of Sempra
Energy and Frontier Utilities of North Carolina, Inc. regarding the Proposed
Transaction that is the subject of the Application.
Securities and Exchange Commission
February 5, 1998
Page 2
For the purposes of the opinions expressed below, we have assumed
(1)(a) that all of the documents referred to in this opinion letter will have
been duly authorized, executed and delivered by, and (b) will constitute legal,
valid, binding and enforceable obligations of all of the parties to such
documents, (2) that all such signatories to such documents will have been duly
authorized, (3) that all such parties are duly organized and validly existing
and will have the power and authority (corporate, partnership or other) to
execute, deliver and perform such documents, and (4)(a) that such authorization,
execution and delivery by each such party will not, and (b) that such
performance pursuant to such documents will not, breach or constitute a
violation of any laws of any jurisdiction. Based upon the foregoing, we are of
the opinion, insofar as the laws of North Carolina are concerned, that:
(a) All North Carolina laws applicable to the Proposed Transaction have
been complied with.
(b) Frontier Energy, LLC and Frontier Pacific, Inc. were validly
organized and duly existing.
(c) The Applicants have legally acquired the membership interests being
acquired.
(d) Consummation of the Proposed Transaction did not violate the legal
rights of the holders of any securities issued by the Applicants or any
associate company thereof, to the extent any such rights are subject to North
Carolina law.
The opinions expressed above are subject to the following assumptions
or conditions:
a. The Memorandum Opinion and Order is in full force and effect
granting and permitting the Application to become effective with respect to the
Proposed Transaction.
b. The Proposed Transaction was effected in accordance with required
approvals, authorizations, consents, certificates and orders of any state or
federal commission or regulatory authority with respect to the Proposed
Transaction and all such required approvals, authorizations, consents,
certificates and orders have been obtained and remain in full force and effect.
c. No act or event other than as described herein has occurred
subsequent to the date hereof which could change the opinion expressed above.
Securities and Exchange Commission
February 5, 1998
Page 3
In addition, we express no opinion regarding the effectiveness or
enforceability of any particular terms, commitments, warrantees, guarantees, or
other provisions of the underlying contracts, understandings, agreements, or
other documents between or among the parties to the Proposed Transaction that
may be separate or severable from the specific right and authority to acquire
the membership interest that are the subject of the Application and that are the
sole subject of this opinion letter. Further, this opinion herein is qualified
by and is subject to, and we render no opinion with respect to, the limitations
and exceptions to the enforceability of contracts and obligations generally,
including without limitation: (a) the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent transfer or conveyance,
preference, equitable subordination (whether arising under State laws or the
U.S. Bankruptcy Code), bulk sales or bulk transfer laws and other similar laws
relating to or affecting the rights of creditors generally; (b) the effect of
general principles of equity and similar principles, including, without
limitation concepts of materiality, reasonableness, unconscionability, good
faith and fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies, regardless of whether considered
in a proceeding in equity or at law, and the effect of public policy; (c) the
enforceability of the indemnification and contribution provisions of the
Agreement and any ancillary agreements, (d) compliance or noncompliance with
antifraud provisions of applicable state and federal statutes, rules and
regulations concerning the issuance and sale of securities; and (f) the effect
of North Carolina, federal or other laws relating to usury or permissible rates
of interest or other charges for loans, forebearances or the use of money.
Our opinion is limited to the laws of the State of North Carolina and
we express no opinion with respect to the laws of any other state or
jurisdiction, including, but not limited to, federal securities, tax, trade
regulation, or antitrust laws or regulations, or to any local laws or
ordinances. By rendering our opinion, we do not undertake to advise you of any
changes in the law that may occur after the date hereof. These opinions have
been prepared at your request and they are intended solely for your use in
connection with the Proposed Transaction that is the subject of the Application
and may not be relied upon by any other party or entity.
Securities and Exchange Commission
February 5, 1998
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
KILPATRICK STOCKTON LLP
/s/ Kilpatrick Stockton LLP
by M. Gray Styers, Jr., partner
MGSjr/tlf
9326:31984-172760
RALLIB01:482001.03