Exhibit 1
DOMINION RESOURCES, INC.
2000 Series B, 7.625% Senior Notes, Due July 15, 2005
2000 Series C, 7.600% Senior Notes, Due July 15, 2003
UNDERWRITING AGREEMENT
July 10, 2000
Banc of America Securities LLC
Chase Securities Inc.
Lehman Brothers Inc.
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Ladies and Gentlemen:
The undersigned, Dominion Resources, Inc. (the Company), hereby confirms
its agreement with the several Underwriters named in Schedule II hereto (the
Agreement) with respect to the sale to the several Underwriters of certain of
its Series B Senior Notes and Series C Senior Notes (collectively, the Senior
Notes) specified in Schedule I hereto, and the public offering thereof by the
several Underwriters, upon the terms specified in Schedule I hereto.
1. Underwriters and Representatives. The term "Underwriters" as used
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herein shall be deemed to mean the several persons, firms or corporations
(including the Representatives hereinafter mentioned) named in Schedule II
hereto, and the term "Representatives" as used herein shall be deemed to mean
the Representatives to whom this Agreement is addressed, who by signing this
Agreement represent that they have been authorized by the other Underwriters to
execute this Agreement on their behalf and to act for them in the manner herein
provided. If there shall be only one person, firm or corporation named in
Schedule II hereto, the term "Underwriters" and the term "Representatives" as
used herein shall mean that person, firm or corporation. All obligations of the
Underwriters hereunder are several and not joint. Any action under or in
respect of this Agreement taken by the Representatives will be binding upon all
the Underwriters.
2. Description of the Senior Notes. Schedule I specifies the aggregate
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principal amount of the Senior Notes, the initial public offering price of the
Senior Notes, the purchase price to be paid by the Underwriters, and any
concession from the initial public offering price to be allowed to dealers or
brokers, and sets forth the date, time and manner of delivery of the Senior
Notes and payment therefor. Schedule I also specifies (to the extent not set
forth in the Registration Statement and Prospectus referred to below) the terms
and provisions for the purchase of such Senior Notes. The Senior Notes will be
issued under the Company's Senior Indenture dated as of June 1, 2000, between
the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as
supplemented by a First Supplemental Indenture dated as of June 1, 2000, a
Second Supplemental Indenture dated as of July 1, 2000 and a Third Supplemental
Indenture, dated as of July 1, 2000 (collectively, the Indenture).
3. Representations and Warranties of the Company. The Company represents
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and warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 333-93187 on Form S-3 for the
registration of the Senior Notes under the Securities Act of 1933, as
amended (the Securities Act), heretofore filed with the Securities and
Exchange Commission (the Commission), a copy of which as so filed has been
delivered to you, has become effective. The registration statement,
including all exhibits thereto, as amended through the date hereof, is
hereinafter referred to as the "Registration Statement"; the prospectus
relating to the Senior Notes included in the Registration Statement, which
prospectus is now proposed to be supplemented by a supplement relating to
the Senior Notes to be filed with the Commission under the Securities Act,
as so supplemented, is hereinafter referred to as the "Prospectus". As used
herein, the terms "Registration Statement", "prospectus" and "Prospectus"
include all documents (including any Current Report on Form 8-K)
incorporated therein by reference, and shall include any documents
(including any Current Report on Form 8-K) filed after the date of such
Registration Statement, prospectus or Prospectus and incorporated therein
by reference from the date of filing of such incorporated documents
(collectively, the Incorporated Documents).
(b) No order suspending the effectiveness of the Registration
Statement or otherwise preventing or suspending the use of the Prospectus
has been issued by the Commission and is in effect and no proceedings for
that purpose are pending before or, to the knowledge of the Company,
threatened by the Commission. The Registration Statement and the
Prospectus comply in all material respects with the provisions of the
Securities Act, the Securities Exchange Act of 1934, as amended (the
Securities Exchange Act), the Trust Indenture Act of 1939, as amended (the
Trust Indenture Act), and the rules, regulations and releases of the
Commission thereunder (the Rules and Regulations) and, neither the
Registration Statement on the Effective Date nor the Prospectus on the date
hereof contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and, on the Closing
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Date, the Registration Statement and the Prospectus (including any
amendments and supplements thereto) will conform in all respects to the
requirements of the Securities Act, the Trust Indenture Act and the Rules
and Regulations, and neither of such documents will include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, that the foregoing representations and warranties in
this Section (b) shall not apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon information
furnished herein or in writing to the Company by the Underwriters or on the
Underwriters' behalf through the Representatives for use in the
Registration Statement or Prospectus or the part of the Registration
Statement which constitutes the Trustee's Statement of Eligibility under
the Trust Indenture Act; and provided, further, that the foregoing
representations and warranties are given on the basis that any statement
contained in an Incorporated Document shall be deemed not to be contained
in the Registration Statement or Prospectus if the statement has been
modified or superseded by any statement in a subsequently filed
Incorporated Document or in the Registration Statement or Prospectus or in
any amendment or supplement thereto.
(c) Except as reflected in, or contemplated by, the Registration
Statement and Prospectus (exclusive of any amendments or supplements after
the date hereof), since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus
(exclusive of any amendments or supplements after the date hereof), there
has not been any material adverse change or event which would result in a
material adverse effect on the condition of the Company and its
subsidiaries taken as a whole, financial or otherwise (a Material Adverse
Effect). The Company and its subsidiaries taken as a whole has no material
contingent financial obligation which is not disclosed in the Registration
Statement and the Prospectus.
(d) Deloitte & Touche LLP who have examined certain of the Company's
financial statements filed with the Commission and incorporated by
reference in the Registration Statement, are independent public accountants
as required by the Securities Act and the rules and regulations of the
Commission thereunder.
(e) Virginia Electric and Power Company, Consolidated Natural Gas
Company, Dominion Transmission, Inc. and Dominion Capital, Inc. are the
only Significant Subsidiaries of the Company as such term is defined in
Rule 1-02 of Regulation S-X (when such Rule is applied to the pro-forma
fiscal year ended December 31, 1999). All of the issued and outstanding
capital stock of each Significant Subsidiary has been duly authorized and
validly issued, is fully paid and nonassessable, and the capital stock of
each Significant Subsidiary is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge,
lien, claim, encumbrance or equitable right.
(f) The execution, delivery and performance of this Agreement, the
Indenture and the Senior Notes and the consummation of the transactions
contemplated in this
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Agreement and in the Registration Statement (including the issuance and
sale of the Senior Notes and the use of the proceeds from the sale of the
Senior Notes as described in the Prospectus under the caption "Use Of
Proceeds") and compliance by the Company with its obligations under this
Agreement, the Indenture and the Senior Notes do not and will not, whether
with or without the giving of notice or lapse of time or both, conflict
with or constitute a breach of, or default under or result in the creation
or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any subsidiary pursuant to any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease
or any other agreement or instrument, to which the Company or any
subsidiary is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any subsidiary is
subject (except for such conflicts, breaches or defaults or liens, charges
or encumbrances that would not have a Material Adverse Effect), nor will
such action result in any violation of the provisions of the charter or
bylaws of the Company or any subsidiary, or any applicable law, statute,
rule, regulation, judgment, order, writ or decree, known to the Company, of
any government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any subsidiary or any of their
respective properties, assets or operations, and the Company has full power
and authority to authorize, issue and sell the Senior Notes as contemplated
by this Agreement.
4. Public Offering. On the basis of the representations and warranties
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herein contained, but subject to the terms and conditions in this Agreement set
forth, the Company agrees to sell to each of the Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company, at
the price, place and time hereinafter specified, the principal amount of the
Senior Notes set forth opposite the name of such Underwriter in Schedule II
hereto. The Underwriters agree to make a public offering of their respective
Senior Notes specified in Schedule II hereto at the initial public offering
price specified in Schedule I hereto. It is understood that after such initial
offering the several Underwriters reserve the right to vary the offering price
and further reserve the right to withdraw, cancel or modify such offering
without notice.
5. Time and Place of Closing. Delivery of the Senior Notes to, and
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payment therefor by, the Representatives for the accounts of the several
Underwriters shall be made at the time, place and date specified in Schedule I
or such other time, place and date as the Representatives and the Company may
agree upon in writing, and subject to the provisions of Section 10 hereof. The
hour and date of such delivery and payment are herein called the "Closing Date".
Unless otherwise specified in Schedule I hereto, payment for the Senior Notes
shall be made by wire transfer of immediately available funds to the Company's
account on the Closing Date against delivery of the Senior Notes, in fully
registered form, registered in the name of Cede & Co., as nominee for The
Depository Trust Company. The certificate(s) for the Senior Notes will be made
available at the location specified on Schedule I for examination by the
Representatives not later than 12:00 noon, New York time, on the last business
day prior to the Closing Date.
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6. Covenants of the Company. The Company agrees that:
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(a) The Company, at or prior to the Closing Date, will deliver to the
Representatives conformed copies of the Registration Statement as
originally filed, including all exhibits, any related preliminary
prospectus supplement, the Prospectus and all amendments and supplements to
each such document, in each case as soon as available and in such
quantities as are reasonably requested by the Representatives.
(b) The Company will pay all expenses in connection with (i) the
preparation and filing by it of the Registration Statement and Prospectus
and the printing of this Agreement, (ii) the preparation, issuance and
delivery of the Senior Notes, (iii) any fees and expenses of the Trustee
and (iv) the printing and delivery to the Underwriters in reasonable
quantities of copies of the Registration Statement and the Prospectus (each
as originally filed and as subsequently amended). The Company also will pay
all taxes, if any, on the issuance of the Senior Notes. In addition, the
Company will pay the reasonable out of pocket fees and disbursements of
Underwriters' outside counsel, Mays & Valentine, L.L.P., in connection with
the qualification of the Senior Notes under state securities or blue sky
laws or investment laws (if and to the extent such qualification is
required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Senior
Notes is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act, the
Company promptly will (i) notify the Representatives to suspend
solicitation of purchases of the Senior Notes and (ii) at its expense,
prepare and file with the Commission an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance. During the period specified above, the Company will continue to
prepare and file with the Commission on a timely basis all documents or
amendments required under the Securities Exchange Act and the applicable
rules and regulations of the Commission thereunder; provided, that the
Company shall not file such documents or amendments without also furnishing
copies thereof to the Representatives and Mays & Valentine, L.L.P.
(d) The Company will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable opportunity to
comment on any such proposed amendment or supplement; and the Company will
also advise the Representatives promptly of the filing of any such
amendment or supplement and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement or of any
part thereof and will use its best efforts to prevent the issuance of any
such stop order and to obtain as soon as possible its lifting, if issued.
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(e) The Company will make generally available to its security
holders, as soon as it is practicable to do so, an earnings statement of
the Company (which need not be audited) in reasonable detail, covering a
period of at least 12 months beginning within three months after the
effective date of the Registration Statement, which earnings statement
shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Senior Notes
for offer and sale under the securities or blue sky laws of such states as
the Representatives may designate; provided, however, that the Company
shall not be required in any state to qualify as a foreign corporation, or
to file a general consent to service of process, or to submit to any
requirements which it deems unduly burdensome.
(g) Fees and disbursements of Mays & Valentine, L.L.P. who are acting
as counsel for the Underwriters (exclusive of fees and disbursements of
such counsel which are to be paid as set forth in Section 6(b)), shall be
paid by the Underwriters; provided, however, that if this Agreement is
terminated in accordance with the provisions of Sections 7 or 8 hereof, the
Company shall reimburse the Representatives for the account of the
Underwriters for the amount of such fees and disbursements.
(h) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, the Company will not, without
the prior written consent of the Representatives, directly or indirectly,
sell or offer to sell or otherwise dispose of any Senior Notes or any
security convertible into or exchangeable for the Senior Notes or any debt
securities substantially similar to the Senior Notes (except for the Senior
Notes issued pursuant to this Agreement).
7. Conditions of Underwriters' Obligations; Termination by the
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Underwriters.
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(a) The obligations of the Underwriters to purchase and pay for the
Senior Notes shall be subject to the following conditions:
(i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date and no
proceedings for that purpose shall be pending before, or to the
knowledge of the Company threatened by, the Commission on such date.
The Representatives shall have received, prior to payment for the
Senior Notes, a certificate dated the Closing Date and signed by the
President or any Vice President of the Company to the effect that no
such stop order is in effect and that no proceedings for such purpose
are pending before or, to the knowledge of the Company, threatened by
the Commission.
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(ii) At the Closing Date an order or orders of the Commission
pursuant to the Holding Company Act permitting the issuance and sale
of the Senior Notes shall be in full force and effect and all
provisions of such order or orders heretofore entered are deemed
acceptable to the Representatives and the Company, and all provisions
of such order or orders hereafter entered shall be deemed acceptable
to the Representatives and the Company unless within 24 hours after
receiving a copy of any such order either shall give notice to the
other to the effect that such order contains an unacceptable
provision.
(iii) At the Closing Date the Representatives shall receive, on
behalf of the several Underwriters, the opinions of McGuire, Woods,
Battle & Boothe LLP, counsel to the Company, Mays & Valentine, L.L.P.,
counsel to the Underwriters, and the Company's General Counsel,
substantially in the forms attached hereto as Schedules III, IV and V,
respectively.
(iv) The Representatives shall have received from Deloitte &
Touche LLP, on the date of this Agreement and on the Closing Date,
with respect to the Company, and from PricewaterhouseCoopers LLP, on
the date of this Agreement, with respect to Consolidated Natural Gas
Company for periods ending not later than December 31, 1999, a letter
addressed to the Representatives, dated the date of this Agreement and
the Closing Date with respect to Deloitte & Touche LLP, and dated the
date of this Agreement with respect to PricewaterhouseCoopers LLP,
containing statements and information of the type ordinarily included
in accountants' SAS 72 "comfort letters" to underwriters with respect
to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus,
including the pro-forma financial information.
(v) Subsequent to the execution of this Agreement and prior to
the Closing Date, (A) except as reflected in, or contemplated by, the
Registration Statement and the Prospectus (exclusive of amendments or
supplements after the date hereof), there shall not have occurred (1)
any change in the Senior Notes of the Company (other than a decrease
in the aggregate principal amount thereof outstanding), (2) any
material adverse change in the general affairs, financial condition or
earnings of the Company and its subsidiaries taken as a whole or (3)
any material transaction entered into by the Company or a Significant
Subsidiary other than a transaction in the ordinary course of
business, the effect of which in each such case in the reasonable
judgment of the Representatives is so material and so adverse that it
makes it impracticable to proceed with the public offering or delivery
of the Senior Notes on the terms and in the manner contemplated in the
Prospectus and this Agreement, or (B) there shall not have occurred
(1) a downgrading in the rating accorded the Company's senior
unsecured notes, or securities that are pari passu to the Company's
senior unsecured notes, by any "nationally recognized statistical
rating organization" (as that term is defined by the
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Commission for purposes of Rule 436(g)(2) under the Securities Act)
and no such organization shall have given any notice of any intended
or potential downgrading or of any review for a possible change with
possible negative implications in its ratings of such securities, (2)
any general suspension of trading in securities on the New York Stock
Exchange or any limitation on prices for such trading or any
restrictions on the distribution of securities established by the New
York Stock Exchange or by the Commission or by any federal or state
agency or by the decision of any court, (3) a suspension of trading of
any securities of the Company on the New York Stock Exchange, (4) a
banking moratorium declared either by federal or New York State
authorities or (5) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by the
United States Congress or any other substantial national or
international calamity or crisis resulting in the declaration of a
national emergency, or if there has occurred any material adverse
change in the financial markets, the effect of which outbreak,
escalation, declaration, calamity, crisis or material adverse change,
in the reasonable judgment of the Representatives, makes it
impracticable to proceed with the public offering or delivery of the
Senior Notes on the terms and in the manner contemplated in the
Prospectus and in this Agreement.
(vi) On the Closing Date, the representations and warranties of
the Company in this Agreement shall be true and correct as if made on
and as of such date, and the Company shall have performed all
obligations and satisfied all conditions required of it under this
Agreement; and, at the Closing Date, the Representatives shall have
received a certificate to such effect signed by the President or any
Vice President of the Company.
(vii) All legal proceedings to be taken in connection with the
issuance and sale of the Senior Notes shall have been satisfactory in
form and substance to Mays & Valentine, L.L.P.
(b) In case any of the conditions specified above in Section 7(a)
shall not have been fulfilled, this Agreement may be terminated by the
Representatives upon mailing or delivering written notice thereof to the
Company; provided, however, that in case the conditions specified in
subsections 7(a)(v) and (vi) shall not have been fulfilled, this Agreement
may not be so terminated by the Representatives unless Underwriters who
have agreed to purchase in the aggregate 50% or more of the aggregate
principal amount of the Senior Notes shall have consented to such
termination and the aforesaid notice shall so state. Any such termination
shall be without liability of any party to any other party except as
otherwise provided in Section 9 and Sections 6(b), 6(g) and 7(c) hereof.
(c) If this Agreement shall be terminated by the Representatives
pursuant to Section 7(b) above or because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any
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reason the Company shall be unable to perform its obligations under this
Agreement, then in any such case, the Company will reimburse the
Underwriters, severally, for all out-of-pocket expenses (in addition to the
fees and disbursements of their outside counsel as provided in Section
6(g)) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder and, upon such
reimbursement, the Company shall be absolved from any further liability
hereunder, except as provided in Section 6(b) and Section 9.
8. Conditions of the Obligation of the Company. The obligation of the
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Company to deliver the Senior Notes shall be subject to the conditions set forth
in the first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case said
conditions shall not have been fulfilled, this Agreement may be terminated by
the Company by mailing or delivering written notice thereof to the
Representatives. Any such termination shall be without liability of any party
to any other party except as otherwise provided in Sections 6(b), 6(g), 9 and 10
hereof.
9. Indemnification and Contribution. (a) The Company agrees to indemnify
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and hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act, against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, the Securities Exchange Act, or any other statute or
common law and to reimburse each such Underwriter and controlling person for any
legal or other expenses (including, to the extent hereinafter provided,
reasonable outside counsel fees) incurred by them in connection with
investigating or defending any such losses, claims, damages, or liabilities, or
in connection with defending any actions, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or in either such document as amended
or supplemented (if any amendments or supplements thereto shall have been
furnished), or any Preliminary Prospectus (if and when used prior to the
effective date of the Registration Statement), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that the
foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall
not inure to the benefit of any Underwriter (or to the benefit of any person who
controls such Underwriter) on account of any losses, claims, damages or
liabilities arising out of the sale of any of the Senior Notes by such
Underwriter to any person if it shall be established that a copy of the
Prospectus, excluding any documents incorporated by reference (as supplemented
or amended, if the Company shall have made any supplements or amendments which
have been furnished to the Representatives), shall not have been sent or given
by or on behalf of such Underwriter to such person at or prior to the written
confirmation of the sale to such person in any case where such delivery is
required by the Securities Act and the Company satisfied its obligations
pursuant to Section 6(a) hereof, if the misstatement or omission leading to such
loss, claim, damage or liability was corrected in the Prospectus (excluding any
documents incorporated by reference) as amended or supplemented, and such
correction would have cured the defect giving rise to such loss, claim, damage,
or liability; and provided further, however, that the indemnity agreement
contained in this Section 9(a) shall not apply to any such
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losses, claims, damages, liabilities, expenses or actions arising out of or
based upon any such untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission was made in reliance
upon information furnished herein or otherwise in writing to the Company by or
on behalf of any Underwriter for use in the Registration Statement or any
amendment thereto, in the Prospectus or any supplement thereto, or in any
Preliminary Prospectus. The indemnity agreement of the Company contained in this
Section 9(a) and the representations and warranties of the Company contained in
Section 3 hereof shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of any Underwriter or any such
controlling person, and shall survive the delivery of the Senior Notes.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its officers and directors, and each person who
controls any thereof within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Securities Exchange Act, against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Securities Exchange Act, or any
other statute or common law and to reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided, reasonable outside
counsel fees) incurred by them in connection with investigating or defending any
such losses, claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or any Preliminary
Prospectus (if and when used prior to the effective date of the Registration
Statement), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon information
furnished herein or in writing to the Company by or on behalf of such
Underwriter for use in the Registration Statement or the Prospectus or any
amendment or supplement to either thereof, or any Preliminary Prospectus. The
indemnity agreement of the respective Underwriters contained in this Section
9(b) shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such controlling
person, and shall survive the delivery of the Senior Notes.
(c) The Company and each of the Underwriters agrees that, upon the receipt
of notice of the commencement of any action against the Company or any of its
officers or directors, or any person controlling the Company, or against such
Underwriter or controlling person as aforesaid, in respect of which indemnity
may be sought on account of any indemnity agreement contained herein, it will
promptly give written notice of the commencement thereof to the party or parties
against whom indemnity shall be sought hereunder, but the omission so to notify
such indemnifying party or parties of any such action shall not relieve such
indemnifying party or parties from any liability which it or they may have to
the indemnified party otherwise than on account of such indemnity agreement. In
case such notice of any such action shall be so given, such indemnifying party
shall be entitled to participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such
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defense shall be conducted by counsel chosen by such indemnifying party (or
parties) and satisfactory to the indemnified party or parties who shall be
defendant or defendants in such action, and such defendant or defendants shall
bear the fees and expenses of any additional outside counsel retained by them;
provided that, if the defendants (including impleaded parties) in any such
action include both the indemnified party and the indemnifying party (or
parties) and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party (or
parties), the indemnified party shall have the right to select separate counsel
to assert such legal defenses and to participate otherwise in the defense of
such action on behalf of such indemnified party. The indemnifying party shall
bear the reasonable fees and expenses of outside counsel retained by the
indemnified party if (i) the indemnified party shall have retained such counsel
in connection with the assertion of legal defenses in accordance with the
proviso to the preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (in addition to one local counsel), representing the
indemnified parties under Section 9(a) or 9(b), as the case may be, who are
parties to such action), (ii) the indemnifying party shall have elected not to
assume the defense of such action, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the commencement of
the action, or (iv) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party.
Notwithstanding the foregoing sentence, an indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
(such consent not to be unreasonably withheld), but if settled with such consent
or if there be a final judgment for the plaintiff, the indemnifying party agrees
to indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which indemnification may be
sought hereunder (whether or not the indemnified party is an actual or potential
party to such a proceeding), unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to or an admission of fault, culpability or failure to act by or on
behalf of any indemnified party.
(d) If the indemnification provided for in this Section 9(a) or 9(b) is
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
of the Underwriters, on the other, in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations, including relative benefit. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact required to be stated therein or necessary in order to make the
-11-
statements therein not misleading relates to information supplied by the Company
on the one hand or by you on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 9(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this Section 9(d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations under this Section
9(d) to contribute are several in proportion to their respective underwriting
obligations and not joint. The remedies provided for in this Section 9 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.
10. Termination. If any one or more of the Underwriters shall fail or
-----------
refuse to purchase the Debt which it or they have agreed to purchase hereunder,
and the aggregate principal amount of the Senior Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the aggregate principal amount of the Senior Notes, then the
other Underwriters shall be obligated severally in the proportions which the
principal amount of the Senior Notes set forth opposite their respective names
in Schedule II bears to the aggregate underwriting obligations of all non-
defaulting Underwriters, or in such other proportions as the Underwriters may
specify, to purchase the Senior Notes which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase. If any Underwriter or
Underwriters shall so fail or refuse to purchase Senior Notes and the aggregate
principal amount of the Senior Notes with respect to which such default occurs
is more than one-tenth of the aggregate principal amount of the Senior Notes and
arrangements satisfactory to the Underwriters and the Company for the purchase
of such Senior Notes are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter (except as provided in Section 6(g) and Section 9) or of the Company
(except as provided in Section 6(b) and Section 9). In any such case not
involving a termination, either the Representatives or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and in the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this Section 10 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
11. Representations, Warranties and Agreements to Survive Delivery. All
--------------------------------------------------------------
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling
-12-
person of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Senior Notes.
12. Miscellaneous. The validity and interpretation of this Agreement
-------------
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of the Company, the Underwriters and, with respect to the
provisions of Section 9 hereof, each controlling person and each officer and
director of the Company referred to in Section 9, and their respective
successors, assigns, executors and administrators. Nothing in this Agreement is
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. The term "successors" as used in
this Agreement shall not include any purchaser, as such, of any of the Senior
Notes from any of the several Underwriters.
13. Notices. All communications hereunder shall be in writing and if to
-------
the Underwriters shall be mailed, telecopied or delivered to the Representatives
at the address set forth on Schedule I hereto, or if to the Company shall be
mailed, telecopied or delivered to it, attention of Treasurer, Dominion
Resources, Inc., 120 Tredegar Street, Richmond, Virginia 23219 (telecopier
number: (804) 819-2211).
-13-
Please sign and return to us a counterpart of this letter, whereupon this
letter will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
DOMINION RESOURCES, INC.
By: /s/ G. Scott Hetzer
Name: G. Scott Hetzer
Title: Senior Vice President and Treasurer
-14-
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS INC.
acting individually and as Representatives
of the Underwriters named in Schedule II hereto
By: BANC OF AMERICA SECURITIES LLC
/s/ Lynn T. McConnell
Authorized Signatory
Name: Lynn T. McConnell
Title: Managing Director
By: CHASE SECURITIES INC.
/s/ Peter Madonia
Authorized Signatory
Name: Peter Madonia
Title: Managing Director
By: LEHMAN BROTHERS INC.
/s/ James W. Merli
Authorized Signatory
Name: James W. Merli
Title: Managing Director
-15-
SCHEDULE I
Titles of Senior Notes:
2000 Series B 7.625% Senior Notes, due July 15, 2005
2000 Series C 7.600% Senior Notes, due July 15, 2003
Aggregate Principal Amount:
Series B Senior Notes: $700,000,000
Series C Senior Notes: $400,000,000
Initial Price to Public:
Series B Senior Notes: 99.766% of the principal amount of the Series
B Senior Notes plus accrued interest, if any, from the date of
issuance
Series C Senior Notes: 99.988% of the principal amount of the Series
C Senior Notes plus accrued interest, if any, from the date of
issuance
Initial Purchase Price to be paid by Underwriters:
99.166% of the principal amount of the Series B Senior Notes
99.638% of the principal amount of the Series C Senior Notes
Time of Delivery: July 13, 2000, 10:00 A.M.
Closing Location: One James Center
901 East Cary Street
Richmond, VA 23219
The Senior Notes will be available for inspection by the
Representatives at:
One James Center
901 East Cary Street
Richmond, VA 23219
Address for Notices to the Underwriters:
Banc of America Securities LLC
100 N. Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC 1007-06-07
telecopier number: (704) 388-9939
I-1
Chase Securities Inc.
270 Park Avenue, 8/th/ Floor
New York, New York 10017
Attn: Peter Madonia
telecopier number: (212) 834-6170
Lehman Brothers
3 World Financial Center
New York, New York 10285
Attn: Global Power Group
telecopier number: (212) 526-1553
with a copy of any notice pursuant to Section 9(c) also sent to:
Mays & Valentine, L.L.P.
1111 East Main Street
Richmond, Virginia 23219
telecopier number: (804) 697-1339
I-2
SCHEDULE II
Principal Amount
of Series B Senior Notes
Underwriter to be Purchased
- ----------- ---------------
Banc of America Securities LLC $157,500,000
Chase Securities Inc. $245,000,000
Lehman Brothers Inc. $ 87,500,000
ABN AMRO Incorporated $ 78,750,000
Banc One Capital Markets, Inc. $ 78,750,000
First Union Securities, Inc. $ 26,250,000
Wachovia Securities, Inc. $ 26,250,000
------------
Total: $700,000,000
Principal Amount
of Series C Senior Notes
Underwriter to be Purchased
- ----------- ------------
Banc of America Securities LLC $ 90,000,000
Chase Securities Inc. $140,000,000
Lehman Brothers Inc. $ 50,000,000
ABN AMRO Incorporated $ 45,000,000
Banc One Capital Markets, Inc. $ 45,000,000
First Union Securities, Inc. $ 15,000,000
Wachovia Securities, Inc. $ 15,000,000
------------
Total: $400,000,000
II-1
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MAYS & VALENTINE, L.L.P.
Bank of America Center
1111 East Main Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
2000 Series B 7.625% Senior Notes, due July 15,2005
2000 Series C 7.600% Senior Notes, due July 15,2003
July __, 2000
Banc of America Securities LLC
Chase Securities Inc.
Lehman Brothers Inc.
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel for you in connection with arrangements for
the issuance by Dominion Resources, Inc. (the Company) of up to U.S. $700
million aggregate principal amount of its 2000 Series B 7.625% Senior Notes, due
July 15, 2005 and up to U.S. $400 million aggregate principal amount of its 2000
Series C 7.600% Senior Notes, due July 15, 2003 (collectively, the Senior Notes)
and under and pursuant to a Senior Indenture dated as of June 1, 2000, between
the Company and The Chase Manhattan Bank, as trustee (the Trustee), as
supplemented by a First Supplemental Indenture dated as of June 1, 2000, a
Second
III-1
Supplemental Indenture dated as of July 1, 2000 and a Third Supplemental
Indenture dated as of July 1, 2000 (collectively, the Indenture), and the
offering of the Senior Notes by you pursuant to an Underwriting Agreement dated
July 10, 2000, by and between you and the Company (the Underwriting Agreement).
All terms not otherwise defined herein shall have the meanings set forth in the
Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction of
such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned. All legal
proceedings taken as of the date hereof in connection with the transactions
contemplated by the Underwriting Agreement have been satisfactory to us.
In addition, we attended the closing held today at the offices of
McGuire, Woods, Battle & Boothe LLP, One James Center, Richmond, Virginia, at
which the Company satisfied the conditions contained in Section 7 of the
Underwriting Agreement that are required to be satisfied as of the Closing Date.
Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated and existing as a
corporation in good standing under the laws of Virginia, and has the corporate
power to transact its business as described in the Prospectus.
2. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by the
Company.
3. The Indenture has been duly authorized, executed, and delivered
by, and constitutes a valid and binding obligation of, the Company and has been
duly qualified under the Trust Indenture Act, except as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by
general equitable principles (regardless of whether enforcement is considered in
a proceeding in equity or at law).
4. The Senior Notes have been duly authorized by the Company and,
when duly executed by the Company and completed and authenticated by the Trustee
in accordance with, and in the form contemplated by, the Indenture and issued,
delivered and paid for as provided in the Underwriting Agreement, will have been
duly issued under the Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided by the Indenture,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights
III-2
generally or by general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law).
5. The Registration Statement (Reg. No. 333-93187) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of Senior Notes in the manner therein specified.
6. The Registration Statement and the Prospectus (except the
financial statements incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act, and to the applicable rules
and regulations of the Commission thereunder.
7. As to the statements relating to the Senior Notes under
DESCRIPTION OF DEBT SECURITIES in the prospectus initially filed as part of the
Registration Statement, as supplemented by the statements under the DESCRIPTION
OF THE SENIOR NOTES in the Prospectus Supplement dated July 10, 2000 (the
Prospectus Supplement), we are of the opinion that the statements are accurate
and do not omit any material fact required to be stated therein or necessary to
make such statements not misleading. As to the statistical statements in the
Registration Statement (which includes the Incorporated Documents), we have
relied solely on the officers of the Company. As to the other matters, we have
not undertaken to determine independently the accuracy or completeness of the
statements contained or incorporated by reference in the Registration Statement
or in the Prospectus. We accordingly assume no responsibility for the accuracy
or completeness of the statements made in the Registration Statement except as
stated above in regard to the above captions. We note that we were not involved
in the preparation of the Registration Statement or the prospectus initially
filed as part thereof, and that the Incorporated Documents were prepared and
filed by the Company without our participation. We have, however, participated
in conferences with counsel for and Representatives of the Company in connection
with the preparation of the Prospectus Supplement, and we have reviewed the
Incorporated Documents and such of the corporate records of the Company as we
deemed advisable. None of the foregoing disclosed to us any information that
gives us reason to believe that the Registration Statement (except the financial
statements incorporated by reference therein, as to which we express no opinion)
contained on the date the Registration Statement became effective, or the
Prospectus contained on the date it was issued, or that the Registration
Statement or the Prospectus now contains, any untrue statement of a material
fact or omitted on said date or now omits to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The foregoing opinion is given on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
8. An appropriate order of the Securities and Exchange Commission
(the Commission) with respect to the sale of the Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date
III-3
and constitutes valid and sufficient authorization for the sale of the Senior
Notes as contemplated by the Underwriting Agreement. No approval or consent by
any public regulatory body, other than such order and notification of
effectiveness by the Commission, is legally required in connection with the sale
of the Senior Notes as contemplated by the Underwriting Agreement (except to the
extent that compliance with the provisions of securities or blue sky laws of
certain states may be required in connection with the sale of the Senior Notes
in such states) and the carrying out of the provisions of the Underwriting
Agreement.
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered
to, any person without our prior written consent.
Very truly yours,
MAYS & VALENTINE, L.L.P.
III-4
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
2000 Series B 7.625% Senior Notes, due July 15, 2005
2000 Series C 7.600% Senior Notes, due July 15, 2003
July __, 2000
Banc of America Securities LLC
Chase Securities Inc.
Lehman Brothers Inc.
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $700 million aggregate
principal amount of its 2000 Series B 7.625% Senior Notes, due July 15, 2005
and up to U.S. $400 million aggregate principal amount of its 2000 Series C
7.600% Senior Notes, due July 15, 2003 (collectively, the Senior Notes), of
Dominion Resources, Inc. (the Company) under a Senior Indenture dated as of June
1, 2000, between the Company and The Chase Manhattan Bank, as trustee (the
Trustee), as supplemented by a First Supplemental Indenture dated as of June 1,
2000, a Second Supplemental Indenture dated as of July 1, 2000 and a Third
Supplemental Indenture dated as of July 1, 2000 (collectively, the Indenture),
and pursuant to an Underwriting Agreement dated July 10, 2000, by and between
the Company and the Underwriters listed on Schedule II as attached thereto (the
Underwriting Agreement), have been taken under our
IV-1
supervision as counsel for the Company. Terms not otherwise defined herein have
the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed it necessary to require as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Underwriting Agreement have been
satisfactory to us.
On this basis we are of the opinion that:
1. No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than those required under the
Public Utility Holding Company Act of 1935, the Securities Act and the Rules and
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states) is necessary or required in
connection with the due authorization, execution and delivery of the
Underwriting Agreement or the due execution, delivery or performance of the
Indenture by the Company or for the offering, issuance, sale or delivery of the
Senior Notes. An appropriate order of the Securities and Exchange Commission
(the Commission) with respect to the sale of the Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Senior Notes as contemplated by the
Underwriting Agreement.
2. The Indenture has been duly authorized, executed, and delivered
by, and constitutes a valid and binding obligation of, the Company and has been
duly qualified under the Trust Indenture Act, except as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally or by
general equitable principles (regardless of whether enforcement is considered in
a proceeding in equity or at law).
3. The Senior Notes have been duly authorized by the Company and,
when duly executed by the Company and completed and authenticated by the Trustee
in accordance with, and in the form contemplated by, the Indenture and issued,
delivered and paid for in accordance with the Underwriting Agreement, will have
been duly issued under the Indenture and will constitute valid and binding
obligations of the Company entitled to the benefits provided by the Indenture,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally or by general equitable principles (regardless of
whether enforcement is considered in a proceeding in equity or at law).
IV-2
4. The Registration Statement (Reg. No. 333-93187) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of the Senior Notes in the manner therein specified.
5. The Registration Statement and the Prospectus (except the
financial statements incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act, and to the applicable rules
and regulations of the Commission thereunder.
6. We are of the opinion that the statements relating to the Senior
Notes contained in the prospectus initially filed as part of the Registration
Statement under DESCRIPTION OF DEBT SECURITIES, as supplemented by the
statements under DESCRIPTION OF THE SENIOR NOTES in the Prospectus Supplement
dated July 10, 2000, are substantially accurate and fair. As to the statistical
statements in the Registration Statement (which includes the Incorporated
Documents), we have relied solely on the officers of the Company. As to other
matters of fact, we have consulted with officers and other employees of the
Company to inform them of the disclosure requirements of the Securities Act. We
have examined various reports, records, contracts and other documents of the
Company and orders and instruments of public officials, which our investigation
led us to deem pertinent. In addition, we attended the due diligence meetings
with representatives of the Company and the closing at which the Company
satisfied the conditions contained in Section 7 of the Underwriting Agreement.
We have not, however, undertaken to make any independent review of the other
records of the Company which our investigation did not lead us to deem
pertinent. We accordingly assume no responsibility for the accuracy or
completeness of the statements made in the Registration Statement except as
stated above in regard to the aforesaid captions. But such consultation,
examination and attendance disclosed to us no information with respect to such
other matters that gives us reason to believe that the Registration Statement
contained on the date the Registration Statement became effective, or the
Prospectus contained on the date it was issued, or that the Registration
Statement or the Prospectus contains now, any untrue statement of a material
fact or omitted on said date or omits now to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
We are of the opinion that the Registration Statement (excepting the financial
statements incorporated therein by reference, as to which we express no opinion)
complies as to form in all material respects with all legal requirements. The
foregoing opinion is given on the basis that any statement contained in an
Incorporated Document shall be deemed not to be contained in the Registration
Statement or Prospectus if the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered
to, any person without our prior written consent.
IV-3
Yours very truly,
MCGUIRE, WOODS, BATTLE
& BOOTHE LLP
IV-4
SCHEDULE V
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, VA 23219
Re: DOMINION RESOURCES, INC.
2000 Series B 7.625% Senior Notes, due July 15, 2005
2000 Series C 7.600% Senior Notes, due July 15, 2003
July __, 2000
Banc of America Securities LLC
Chase Securities Inc.
Lehman Brothers Inc.
as Representatives for the Underwriters
listed in Schedule II hereto
c/o Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $700 million aggregate
principal amount of its 2000 Series B 7.625% Senior Notes, due July 15, 2005
and up to U.S. $400 million aggregate principal amount of its 2000 Series C
7.600% Senior Notes, due July 15, 2003 (collectively, the Senior Notes), of
Dominion Resources, Inc. (the Company) under a Senior Indenture dated as of June
1, 2000, between the Company and The Chase Manhattan Bank, as trustee (the
Trustee), as supplemented by a First Supplemental Indenture dated as of June 1,
2000, a Second Supplemental Indenture dated as of July 1, 2000 and a Third
Supplemental Indenture dated as of July 1, 2000 (collectively, the Indenture),
and pursuant to an Underwriting Agreement dated July 10, 2000, by and between
the Company and the Underwriters listed on
V-1
Schedule II as attached thereto (the Underwriting Agreement), have been taken
under my supervision as Vice President and General Counsel of the Company. Terms
not otherwise defined herein have the meanings set forth in the Underwriting
Agreement.
As Vice President and General Counsel of the Company, I have general
responsibility over the attorneys within the Company's Legal Department
responsible for rendering legal counsel to the Company regarding corporate,
financial, securities, and other matters. I am generally familiar with the
organization, business and affairs of the Company. I am also familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
offering and sale of the Senior Notes, and I have examined such corporate
records, certificates and other documents and such questions of the law as I
have considered necessary or appropriate for the purposes of this opinion. In
addition, I have responsibility for supervising lawyers who may have been asked
by me or others to review legal matters arising in connection with the offering
and sale of the Senior Notes. Accordingly, some of the matters referred to
herein have not been handled personally by me, but I have been made familiar
with the facts and circumstances and the applicable law, and the opinions herein
expressed are my own or are opinions of others in which I concur.
On this basis I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of Virginia, and has corporate
power and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and to enter into and perform its
obligations under the Underwriting Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where
the failure to so qualify or to be in good standing would not result in a
Material Adverse Effect.
2. Each Significant Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good standing under the
respective laws of the jurisdiction of its incorporation, has corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Prospectus and is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or to be in good standing would not result in a Material Adverse Effect.
3. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
4. There are no actions, suits or proceedings pending or, to the best
of my knowledge, threatened, to which the Company or one of its subsidiaries is
a party or to which any of the Company's or any of its subsidiaries' properties
is subject other than any proceedings described in the Prospectus and
proceedings which I believe are not likely to have a material adverse effect on
the power or ability of the Company to perform its obligations under the
Underwriting Agreement or to consummate the transactions contemplated thereby or
by the Prospectus.
V-2
I am a member of the Bar of the Commonwealth of Virginia and I do not
purport to express an opinion on any laws other than those of the Commonwealth
of Virginia and the United States of America. This opinion may not be relied
upon by, nor may copies be delivered to, any person without our prior written
consent. I do not undertake to advise you of any changes in the opinions
expressed herein resulting from matters that may hereinafter arise or that may
hereinafter be brought to my attention.
Yours very truly,
V-3