Exhibit 1
DOMINION RESOURCES, INC.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
UNDERWRITING AGREEMENT
September 6, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters
listed in Schedule II hereto
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
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 7.40 % Series D Remarketable Notes Due September 16, 2012 (Remarketing
Date: September 16, 2002), 7.82 % Series E Remarketable Notes Due September 15,
2014 (Remarketing Date: September 15, 2004) and Floating Rate Series F
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Remarketable Notes Due September 16, 2012 (Remarketing Date: September 16, 2002)
(collectively, the Remarketable 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
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 Remarketable Notes. Schedule I specifies the
aggregate principal amount of the Remarketable Notes, the initial public
offering price of the Remarketable 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 Remarketable 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
Remarketable Notes. The Remarketable 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, a Third Supplemental Indenture, dated as of July 1,
2000, a Fourth Supplemental Indenture dated as of September 1, 2000, a Fifth
Supplemental Indenture dated as of September 1, 2000, and a Sixth Supplemental
Indenture dated as of September 1, 2000 (collectively, the Indenture). In
connection with the issuance of the Remarketable Notes, the Company will enter
into a remarketing agreement or remarketing agreements (collectively the
Remarketing Agreement) with the Remarketing Dealer or Remarketing Dealers named
therein.
3. Representations and Warranties of the Company. The Company
represents 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 Remarketable 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 Remarketable
Notes included in the Registration Statement, which prospectus is now
proposed to be supplemented by a supplement relating to the
Remarketable Notes to be filed with the Commission under the Securities
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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 date it was declared
effective (the Effective Date) nor the Prospectus on the date hereof
contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and, on the Closing Date (as defined
below), 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 3(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
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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 have 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 proforma 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, with the exception of the outstanding preferred stock of Virginia
Electric and Power Company which is owned by third parties, 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, the Remarketing Agreement and the Remarketable Notes and
the consummation of the transactions contemplated in this Agreement,
the Remarketing Agreement and in the Registration Statement (including
the issuance and sale of the Remarketable Notes and the use of the
proceeds from the sale of the Remarketable Notes as described in the
Prospectus under the caption "Use of Proceeds") and compliance by the
Company with its obligations under this Agreement, the Remarketing
Agreement, the Indenture and the Remarketable 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 Remarketable Notes
as contemplated by this Agreement.
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4. Public Offering. On the basis of the representations and warranties
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
Remarketable Notes set forth opposite the name of such Underwriter in Schedule
II hereto. The Underwriters agree to make a public offering of their respective
Remarketable 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 Remarketable Notes to,
and 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 Remarketable
Notes shall be made by wire transfer of immediately available funds to the
Company's account on the Closing Date against delivery of the Remarketable
Notes, in fully registered form, registered in the name of Cede & Co., as
nominee for The Depository Trust Company. The certificate(s) for the
Remarketable 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.
6. Covenants of the Company. The Company agrees that:
(a) If the Representatives so request, 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. The Representatives
will be deemed to have made such a request for copies for each of the
several Underwriters and Mays & Valentine, L.L.P., counsel to the
Underwriters, with respect to any such documents that are not
electronically available through the Commission's EDGAR filing system.
(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 Remarketable Notes, (iii) any fees and
expenses of the Trustee, (iv) any fees of the ratings agencies and (v)
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 Remarketable Notes. In
addition, the Company will pay the reasonable out of pocket fees and
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disbursements of Underwriters' outside counsel, Mays & Valentine,
L.L.P., in connection with the qualification of the Remarketable 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
Remarketable 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
Remarketable 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. Any
such documents or amendments which are electronically available through
the Commission's EDGAR filing system shall be deemed to have been
furnished by the Company 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.
(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
Remarketable 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.
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(g) Fees and disbursements of Mays & Valentine, L.L.P. who
are acting as counsel for the Underwriters and special tax counsel
for the Underwriters, and fees and disbursements of Skadden, Arps,
Slate, Meagher & Flom LLP, who are acting as special 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 Representa-
tives, directly or indirectly, sell or offer to sell or otherwise
dispose of any Remarketable Notes or any security convertible into or
exchangeable for the Remarketable Notes or any debt securities substan-
tially similar to the Remarketable Notes (except for the Remarketable
Notes issued pursuant to this Agreement).
7. Conditions of Underwriters' Obligations; Termination by the
Underwriters.
(a) The obligations of the Underwriters to purchase and
pay for the Remarketable 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 Remarketable 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.
(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 Remarketable 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.
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(iii) At the Closing Date the Representatives shall
receive, on behalf of the several Underwriters, the opinions
of McGuireWoods LLP, counsel to the Company and special tax
counsel to the Company, Mays & Valentine, L.L.P., counsel to
the Underwriters and special tax counsel to the Underwriters,
and the Company's General Counsel, substantially in the forms
attached hereto as Schedules III, IV, V, VI and VII, as
applicable.
(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 proforma 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
Remarketable 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 Remarketable 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 Remarketable Notes, or securities that
are pari passu to the Company's senior unsecured Remarketable
Notes, by any "nationally recognized statistical rating
organization" (as that term is defined by the 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
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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 Remarketable 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 Remarketable 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
Remarketable 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
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.
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8. Conditions of the Obligation of the Company. The obligation of the
Company to deliver the Remarketable 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 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 Remarketable 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 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 Remarketable Notes.
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(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 of the foregoing 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 Remarketable 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 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
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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
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
-12-
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 Remarketable Notes which it or they have agreed to
purchase hereunder, and the aggregate principal amount of the Remarketable 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
Remarketable Notes, then the other Underwriters shall be obligated severally in
the proportions which the principal amount of the Remarketable 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 Remarketable 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 Remarketable Notes and the aggregate principal amount of the
Remarketable Notes with respect to which such default occurs is more than
one-tenth of the aggregate principal amount of the Remarketable Notes and
arrangements satisfactory to the Underwriters and the Company for the purchase
of such Remarketable 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 person
of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Remarketable 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
-13-
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
Remarketable 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).
-14-
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/ Thomas N. Chewning
---------------------------------
Name: Thomas N. Chewning
Title: Executive Vice President
and Chief Financial Officer
-15-
The foregoing agreement is hereby confirmed and accepted, as of the date first
above written.
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
acting individually and as Representatives
of the Underwriters named in Schedule II hereto
By: BANC OF AMERICA SECURITIES LLC
/s/ Lily Chang
- --------------------------------
Authorized Signatory
Name: Lily Chang
Title: Principal
By: MORGAN STANLEY & CO. INCORPORATED
/s/ Bradford Hart
- --------------------------------
Authorized Signatory
Name: Bradford Hart
Title: Principal
-16-
SCHEDULE I
Titles of Securities:
7.40 % Series D Remarketable Notes Due September 16, 2012
7.82 % Series E Remarketable Notes Due September 15, 2014
Floating Rate Series F Remarketable Notes Due September 16, 2012
Principal Amount:
$200,000,000: Series D Remarketable Notes
$250,000,000: Series E Remarketable Notes
$250,000,000: Series F Remarketable Notes
Initial Price to Public:
99.901 % of the principal amount of the Series D Remarketable
Notes plus accrued interest, if any, from the date of issuance
99.968 % of the principal amount of the Series E Remarketable
Notes plus accrued interest, if any, from the date of issuance
100.00 % of the principal amount of the Series F Remarketable
Notes plus accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
99.651 % of the principal amount of the Series D Remarketable Notes
99.468 % of the principal amount of the Series E Remarketable Notes
99.750 % of the principal amount of the Series F Remarketable Notes
Time of Delivery: September 11, 2000, 10:00 A.M.
Closing Location: One James Center
901 East Cary Street
Richmond, VA 23219
The Remarketable Notes will be available for inspection by the Representatives
at:
One James Center
901 East Cary Street
Richmond, VA 23219
I-1
Address for Notices to the Underwriters:
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
telecopier number: (704) 388-9939
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
telecopier number: (212)761-4000
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
II-1
SCHEDULE II
Principal Amount
of the Series D Remarketable
Underwriter Notes to be Purchased
- ----------- ----------------------------
Banc of America Securities LLC $ 70,000,000
Morgan Stanley & Co. Incorporated 70,000,000
Credit Suisse First Boston Corporation 30,000,000
Lehman Brothers Inc. 30,000,000
-----------
Total: $200,000,000
Principal Amount
of the Series E Remarketable
Underwriter Notes to be Purchased
- ----------- ----------------------------
Banc of America Securities LLC $ 87,500,000
Morgan Stanley & Co. Incorporated 87,500,000
Credit Suisse First Boston Corporation 37,500,000
Lehman Brothers Inc. 37,500,000
-----------
Total: $250,000,000
Principal Amount
of the Series F Remarketable
Underwriter Notes to be Purchased
- ----------- ----------------------------
Banc of America Securities LLC $ 87,500,000
Morgan Stanley & Co. Incorporated 87,500,000
Credit Suisse First Boston Corporation 37,500,000
Lehman Brothers Inc. 37,500,000
-----------
Total: $250,000,000
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.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
September __, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters
listed on Schedule II to the Underwriting Agreement
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
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. $200,000,000 aggregate principal amount of its 7.40 % Series D
III-1
Remarketable Notes Due September 16, 2012, up to U.S. $ 250,000,000 aggregate
principal amount of its 7.82 % Series E Remarketable Notes Due September 15,
2014, and up to U.S. $250,000,000 aggregate principal amount of its Floating
Rate Series F Remarketable Notes Due September 16, 2012 (collectively, the
Remarketable 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 Supplemental Indenture dated as of July 1, 2000, a Third
Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental
Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as
of September 1, 2000, and a Sixth Supplemental Indenture dated as of September
1, 2000 (collectively, the Indenture)., and the offering of the Remarketable
Notes by you pursuant to an Underwriting Agreement dated September 6, 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 McGuireWoods 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 Remarketing Agreement has been duly authorized,
executed, and delivered by the Company.
4. 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).
III-2
5. The Remarketable 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 generally or by general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law).
6. The Registration Statement (Reg. No. 333-93187) with
respect to the Remarketable 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 Remarketable Notes in the manner therein
specified.
7. 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.
8. As to the statements relating to the Remarketable 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 REMARKETABLE NOTES in the Prospectus Supplement dated
September 6, 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
III-3
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.
9. An appropriate order of the Securities and Exchange
Commission (the Commission) with respect to the sale of the Remarketable 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 Remarketable 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 Remarketable 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 Remarketable 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
MCGUIREWOODS LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
September __, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters
listed on Schedule II to the Underwriting Agreement
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $200,000,000
aggregate principal amount of its 7.40 % Series D Remarketable Notes Due
IV-1
September 16, 2012, up to U.S. $ 250,000,000 aggregate principal amount of its
7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S.
$250,000,000 aggregate principal amount of its Floating Rate Series F
Remarketable Notes Due September 16, 2012 (collectively, the Remarketable
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, a Third
Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental
Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as
of September 1, 2000, and a Sixth Supplemental Indenture dated as of September
1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement
dated September 6, 2000, by and between the Company and the Underwriters listed
on Schedule II as attached thereto (the Underwriting Agreement), have been taken
under our 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 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
Remarketable Notes. An appropriate order of the Securities and Exchange
Commission (the Commission) with respect to the sale of the Remarketable 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 Remarketable Notes as contemplated
by the Underwriting Agreement.
2. The Remarketing Agreement has been duly authorized,
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
IV-2
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 Remarketable 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).
5. The Registration Statement (Reg. No. 333-93187) with
respect to the Remarketable 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 Remarketable 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. We are of the opinion that the statements relating to the
Remarketable 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 REMARKETABLE NOTES in the Prospectus
Supplement dated September 6, 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
IV-3
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.
Yours very truly,
MCGUIREWOODS 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.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
September __, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters
listed on Schedule II to the Underwriting Agreement
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
The arrangements for the issuance of up to U.S. $200,000,000
aggregate principal amount of its 7.40 % Series D Remarketable Notes Due
September 16, 2012, up to U.S. $250,000,000 aggregate principal amount
V-1
of its 7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S.
$250,000,000 aggregate principal amount of its Floating Rate Series F
Remarketable Notes Due September 16, 2012 (collectively, the Remarketable
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, a Third
Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental
Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as
of September 1, 2000, and a Sixth Supplemental Indenture dated as of September
1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement
dated September 6, 2000, by and between the Company and the Underwriters listed
on 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 Remarketable 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 Remarketable 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.
V-2
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.
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
SCHEDULE VI
PROPOSED FORM OF TAX OPINION
OF
MAYS & VALENTINE, L.L.P.
Bank of America Center
1111 East Main Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
September __, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters listed
on Schedule II to the Underwriting Agreement
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as special tax counsel for you in connection
with arrangements for the issuance by Dominion Resources, Inc. (the Company) of
up to U.S. $200,000,000 aggregate principal amount of its 7.40 % Series
D Remarketable Notes Due September 16, 2012, up to U.S. $250,000,000
VI-1
aggregate principal amount of its 7.82 % Series E Remarketable Notes Due
September 15, 2014, and up to U.S. $250,000,000 aggregate principal amount of
its Floating Rate Series F Remarketable Notes Due September 16, 2012
(collectively, the Remarketable 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 Supplemental Indenture dated as of
July 1, 2000, a Third Supplemental Indenture, dated as of July 1, 2000, a Fourth
Supplemental Indenture dated as of September 1, 2000, a Fifth Supplemental
Indenture dated as of September 1, 2000, and a Sixth Supplemental Indenture
dated as of September 1, 2000 (collectively, the Indenture), and the offering of
the Remarketable Notes by you pursuant to an Underwriting Agreement dated
September 6, 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.
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. We have also
reviewed or participated in the preparation of the Underwriting Agreement, the
Indenture, the Remarketing Agreement and certain documents, agreements and
certificates related thereto.
In addition, we attended the closing held today at the offices
of McGuireWoods 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.
Our opinion is conditioned on, among other things, the initial
and continuing accuracy of the facts, information, covenants and representations
set forth in the Registration Statement, the Prospectus, the Prospectus
Supplement and those other documents referred to hereinabove as well as the
statements and representations made by officers of the Company. Our opinion is
also given on the basis that any statement contained in an Incorporated Document
VI-2
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. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We also have assumed that the
transactions related to the issuance, redemption or remarketing of the
Remarketable Notes will be consummated in the manner contemplated by the
Registration Statement, the Prospectus, Prospectus Supplement and the other
documents referred to hereinabove.
In rendering our opinion, we have considered the current
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, judicial decisions and Internal Revenue
Service rulings, all of which are subject to change, which changes may be
retroactively applied. A change in the authorities upon which our opinion is
based could affect our conclusions. There can be no assurance, moreover, that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service, or, if challenged, by a court.
Based solely upon the foregoing, we are of the opinion that
under current United States federal income tax law, although the discussion set
forth in the Prospectus Supplement under the heading "CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS" does not purport to discuss all possible
United States federal income tax consequences of the Remarketable Notes, such
discussion constitutes an accurate summary of the matters discussed therein in
all material respects.
Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local, or foreign, of the
issuance, redemption or remarketing of the Remarketable Notes or of any
transaction related to or contemplated by such issuance, redemption or
remarketing. This opinion is furnished to you solely for the benefit of the
Underwriters in connection with the offering of the Remarketable Notes and is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person without our express written
permission. We do not purport to express an opinion on any laws other than those
of the United States of America. This opinion is expressed as of the date
hereof, unless otherwise expressly stated, and we disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
MAYS & VALENTINE, L.L.P.
VI-3
SCHEDULE VII
PROPOSED FORM OF TAX OPINION
OF
MCGUIREWOODS LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: DOMINION RESOURCES, INC.
7.40 % Series D Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
7.82 % Series E Remarketable Notes Due September 15, 2014
(Remarketing Date: September 15, 2004)
Floating Rate Series F Remarketable Notes Due September 16, 2012
(Remarketing Date: September 16, 2002)
September __, 2000
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
as Representatives for the Underwriters
listed on Schedule II to the Underwriting Agreement
Banc of America Securities LLC
100 North Tryon Street - Capital Markets Division
Charlotte, North Carolina 28255
Mail Code: NC1-007-07-01
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $200,000,000
aggregate principal amount of its 7.40 % Series D Remarketable Notes Due
September 16, 2012, up to U.S. $250,000,000 aggregate principal amount of its
7.82 % Series E Remarketable Notes Due September 15, 2014, and up to U.S.
$250,000,000 aggregate principal amount of its Floating Rate Series F
VII-1
Remarketable Notes Due September 16, 2012 (collectively, the Remarketable
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, a Third
Supplemental Indenture, dated as of July 1, 2000, a Fourth Supplemental
Indenture dated as of September 1, 2000, a Fifth Supplemental Indenture dated as
of September 1, 2000, and a Sixth Supplemental Indenture dated as of September
1, 2000 (collectively, the Indenture), and pursuant to an Underwriting Agreement
dated September 6, 2000, by and between the Company and the Underwriters listed
on Schedule II as attached thereto (the Underwriting Agreement), have been taken
under our supervision as special tax 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 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.
Our opinion is conditioned on, among other things, the initial
and continuing accuracy of the facts, information, covenants and representations
set forth in the Registration Statement, the Prospectus, the Prospectus
Supplement and those other documents referred to hereinabove as well as the
statements and representations made by officers of the Company. Our opinion is
also 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. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We also have assumed that the
transactions related to the issuance, redemption or remarketing of the
Remarketable Notes will be consummated in the manner contemplated by the
Registration Statement, the Prospectus, Prospectus Supplement and the other
documents referred to hereinabove.
In rendering our opinion, we have considered the current
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated thereunder, judicial decisions and Internal Revenue
Service rulings, all of which are subject to change, which changes may be
retroactively applied. A change in the authorities upon which our opinion is
based could affect our conclusions. There can be no assurance, moreover, that
any of the opinions expressed herein will be accepted by the Internal Revenue
Service, or, if challenged, by a court.
VII-2
Based solely upon the foregoing, we are of the opinion that
under current United States federal income tax law, although the discussion set
forth in the Prospectus Supplement under the heading "CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS" does not purport to discuss all possible
United States federal income tax consequences of the Remarketable Notes, such
discussion constitutes an accurate summary of the matters discussed therein in
all material respects.
Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local, or foreign, of the
issuance, redemption or remarketing of the Remarketable Notes or of any
transaction related to or contemplated by such issuance, redemption or
remarketing. This opinion is furnished to you solely for the benefit of the
Underwriters in connection with the offering of the Remarketable Notes and is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person without our express written
permission. We do not purport to express an opinion on any laws other than those
of the United States of America. This opinion is expressed as of the date
hereof, unless otherwise expressly stated, and we disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.
Very truly yours,
MCGUIREWOODS LLP
VII-3