Exhibit 1.3
DOMINION RESOURCES, INC.
_____ COMMON STOCK
_____ Shares of Common Stock
UNDERWRITING AGREEMENT
(with overallotment option which may be granted in the discretion of Dominion)
[Insert Date]
[Underwriters' Representatives]
Ladies and Gentlemen:
Dominion Resources Inc., a Virginia corporation ("Dominion"), confirms its
agreement with the underwriters named in Schedule II hereto, with respect to the
issue and sale by Dominion and purchase by the Underwriters of ________ shares
of its common stock (no par value) ("Common Stock") specified in Schedule I
hereto (the "Firm Shares"), and the public offering thereof by the Underwriters
under the terms specified in Schedule I hereto (the "Agreement"). In addition,
Dominion proposes to grant to the Underwriters an option to purchase up to an
additional ________ shares on the terms and for the purposes set forth in
Section 4 (the "Option Shares"). The Firm Shares and the Option Shares, if
purchased, are hereinafter collectively called the "Shares." Capitalized terms
used herein without definition shall be used as defined in the Prospectus (as
hereinafter defined).
1. Underwriters and Representative. The term "Underwriters" as used herein
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shall be deemed to mean the several persons, firms or corporations (including
the Representative hereinafter mentioned) named in Schedule II hereto, and the
term "Representative" as used herein shall be deemed to mean the representative
to whom this Agreement is addressed, who by signing this Agreement represents
that it has 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 "Representative" 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 Representative will be binding upon all the Underwriters.
2. Description of the Common Stock. Schedule I specifies the aggregate
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number of the Firm Shares, Option Shares and the Shares, the initial public
offering price thereof, the purchase price to be paid by the Underwriters to
Dominion therefor, 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 Firm Shares and payment therefor. The Shares will be issued from
Dominion's authorized but unissued Common Stock.
3. Representations and Warranties of Dominion. Dominion represents and
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warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 333-______on Form S-3 for the
registration of the Shares 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 Shares included in the Registration Statement, which
prospectus is now proposed to be supplemented by a supplement relating to
the Shares 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 Dominion, 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" 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 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, the Registration Statement and the Prospectus (including
any amendments and supplements thereto) will conform in all respects to the
requirements of the Securities 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
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or omissions from the Registration Statement or the Prospectus made in
reliance upon information furnished herein or in writing to Dominion by the
Underwriters or on the Underwriters' behalf through the Representative for
use in the Registration Statement or Prospectus; 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 Dominion and its subsidiaries
taken as a whole, financial or otherwise (a Material Adverse Effect).
Dominion 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 certified certain of Dominion's
financial statements filed with the Commission and incorporated by
reference in the Registration Statement, and PricewaterhouseCoopers LLP,
who have certified certain of Consolidated Natural Gas 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 Dominion 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, ____). 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 Dominion, 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 and the
consummation of the transactions contemplated in this Agreement and in the
Registration Statement (including the issuance and sale of the Shares and
the use of the proceeds from the sale of the Shares as described in the
Prospectus under the caption "Use Of Proceeds") and compliance by Dominion
with its obligations under this Agreement, do not and will not,
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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 Dominion 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 Dominion 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 Dominion 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 Dominion or any
subsidiary, or any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over Dominion or any
subsidiary or any of their respective properties, assets or operations, and
Dominion has full power and authority to authorize, issue and sell the
Shares as contemplated by this Agreement.
(g) The Shares have been duly authorized and, when issued and delivered
in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.
(i) The Common Stock (other than the Shares) is and, upon issuance the
Shares will be, listed on the New York Stock Exchange.
(j) Dominion is not, and, after giving effect to the offering and sale
of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not be, an "investment company" or a company
"controlled" by an "investment company" which is required to be registered
under the Investment Company Act of 1940, as amended.
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, Dominion agrees to sell to each of the Underwriters, and each Underwriter
agrees, severally and not jointly, to purchase from Dominion, at the price,
place and time hereinafter specified, the total number of the Firm Shares set
forth opposite the name of such Underwriter in Schedule II hereto. The
Underwriters agree to make a public offering of their respective Firm Shares
specified in Schedule II hereto at the initial public offering price specified
in Schedule I hereto (the "Public Offering Price"). 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.
Dominion is further advised by the Underwriters that the Shares are to be
offered by the Underwriters to the public initially at the price per share as
specified in Schedule I and to certain dealers selected by the Representatives
at a price that represents a concession under the Public
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Offering Price as specified in Schedule I, and that any Underwriter may allow,
and such dealers may reallow, a concession, as specified in Schedule I, to any
Underwriter or to certain other dealers. 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.
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, Dominion agrees to sell to
the Underwriters the Option Shares, and the Underwriters shall have a one-time
right to purchase, severally and not jointly, all or part of the Option Shares
at the Purchase Price. Option Shares may be purchased as provided in Section 5
hereof solely for the purpose of covering over-allotments made in connection
with the offering of the Firm Shares. If any Option Shares are to be purchased,
each Underwriter agrees, severally and not jointly, to purchase the number of
Option Shares (subject to such adjustments to eliminate fractional shares as the
Representative may determine) that bears approximately the same proportion to
the total number of Option Shares to be purchased as the number of Firm Shares
set forth in Schedule II hereto opposite the name of such Underwriter bears to
the total number of Firm Shares.
Dominion shall not be obligated to deliver any of the Shares to be
delivered on the First Closing Date (as hereinafter defined) or the Second
Closing Date (as hereinafter defined), as the case may be, except upon payment
for all the Shares to be purchased on such Closing Date as provided herein.
5. Time and Place of Closing. Delivery of the Firm Shares to, and payment
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therefor by, the Representative 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 Representative and Dominion 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 "First Closing Date", or the
"Closing Date" as the context implies. On the Closing Date, Dominion, through
the facilities of The Depository Trust Company ("DTC"), shall deliver or cause
to be delivered a securities entitlement with respect to the Firm Shares to the
Representative for the account of each Underwriter against payment of the
purchase price by wire transfer of same-day funds to a bank account designated
by Dominion. Time shall be of the essence, and delivery at the time and place
specified pursuant to this Agreement is a further condition of the obligation of
each Underwriter hereunder. Upon delivery, the Firm Shares shall be registered
in the name of Cede & Co., as nominee for DTC.
At any time on or before the thirtieth day after the date of this
Agreement, the option granted in Section 4 may be exercised by written notice
being given to Dominion by the Underwriters. Such notice shall set forth the
aggregate number of Option Shares as to which the option is being exercised, the
names in which the Option Shares are to be registered, the denominations in
which the Option Shares are to be issued and the date and time, as determined by
the Underwriters, when the Option Shares are to be delivered; provided, however,
that this date and time shall not be earlier than the First Closing Date nor
earlier than the second business day after the date on which the
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option shall have been exercised nor later than the fifth business day after the
date on which the option shall have been exercised. The date and time the Option
Shares are delivered are sometimes referred to as the "Second Closing Date" and
the First Closing Date and the Second Closing Date are sometimes each referred
to as a "Closing Date".
Delivery of and payment for the Option Shares shall be made at the place
specified pursuant to the first sentence of the first paragraph of this Section
5 (or at such other place as shall be determined by agreement between the
Underwriters and Dominion) at 10:00 A.M., Richmond, Virginia time, on the Second
Closing Date. On the Second Closing Date, Dominion, through the facilities of
DTC, shall deliver or cause to be delivered a securities entitlement with
respect to the Option Shares to the Representative for the account of each
Underwriter against payment of the purchase price by wire transfer of same-day
funds to a bank account designated by Dominion. Time shall be of the essence,
and delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. Upon
delivery, the Option Shares shall be registered in the name of Cede & Co., as
nominee of DTC.
6. Covenants of Dominion. Dominion agrees that:
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(a) If the Representative so requests, Dominion, at or prior to the
Closing Date, will deliver to the Representative 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
Representative. The Representative will be deemed to have made such a
request for copies for each of the several Underwriters and
_____________________, counsel to the Underwriters, with respect to any
such documents that are not electronically available through the
Commission's ▇▇▇▇▇ filing system.
(b) Dominion will pay all expenses in connection with (i) the
preparation and filing by it of the Registration Statement and Prospectus,
(ii) the preparation, issuance and delivery of the Shares, and (iii) 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). Dominion also will pay all taxes, if
any, on the issuance of the Shares. In addition, Dominion will pay the
reasonable out of pocket expenses and disbursements of Underwriters'
outside counsel, _____________________, in connection with the
qualification of the Shares under state securities or blue sky laws or
investment laws (if and to the extent such qualification is required by the
Underwriters or Dominion).
(c) If, during the time when a prospectus relating to the Shares 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
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to amend the Prospectus to comply with the Act, Dominion promptly will (i)
notify the Representative to suspend solicitation of purchases of the
Shares 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, Dominion 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 Dominion shall not file such documents or
amendments without also furnishing copies thereof to the Representative and
_____________________ Any such documents or amendments which are
electronically available through the Commission's ▇▇▇▇▇ filing system shall
be deemed to have been furnished by Dominion to the Representative and
_____________________
(d) Dominion will advise the Representative promptly of any proposal to
amend or supplement the Registration Statement or the Prospectus and will
afford the Representative a reasonable opportunity to comment on any such
proposed amendment or supplement; and Dominion will also advise the
Representative 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) Dominion will make generally available to its security holders, as
soon as it is practicable to do so, an earnings statement of Dominion
(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) Dominion will furnish such information as may be lawfully required
and otherwise cooperate in qualifying the Shares for offer and sale under
the securities or blue sky laws of such states as the Representative may
designate; provided, however, that Dominion 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 _____________________ 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,
Dominion shall reimburse the Representative for the account of the
Underwriters for the amount of such fees and disbursements.
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(h) Dominion shall not (i) directly or indirectly, offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any shares of Common Stock, or any
security convertible into or exercisable or exchangeable for Common Stock,
or file any Registration Statement under the Securities Act with respect to
any of the foregoing (other than a shelf registration statement from which
no such securities are offered) or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly
or indirectly, the economic consequence of ownership of the Shares or, any
such securities convertible into or exercisable or exchangeable for Common
Stock, whether any such swap or transaction described in clause (i) or (ii)
above is to be settled by delivery of Shares or such other securities, in
cash or otherwise, for a period of 60 days from the date hereof without the
prior written consent of the Representative, other than (A) pursuant to
this Agreement; (B) Dominion's Treasury PIES or Corporate PIES to be
created or recreated upon substitution of pledged securities or shares of
Common Stock issuable upon early settlement of the Corporate PIES or
Treasury PIES; (C) any shares of Common Stock issued by Dominion upon
exercise of an option, warrant, or the conversion of a security outstanding
on the date hereof; (D) any shares of Common Stock issued, or options to
purchase such shares granted, pursuant to any employee benefit plans,
employee stock purchase plans, non-employee director stock plans, dividend
reinvestment plans and the Dominion Direct Investment plan; (E) the sale or
surrender to Dominion by any of its Executive Officers or directors of any
options or Common Stock underlying options in order to pay the exercise
price or taxes associated with the exercise of options; (F) any issuance by
Dominion of Common Stock in connection with acquisitions that close more
than 60 days after the date hereof or any acquisition in which the party or
parties receiving the Common Stock agree to be bound by the restrictions of
this Section 6(h); (G) transactions by any person other than Dominion
relating to Common Stock or other securities acquired in open market
transactions after the completion of the offering of the Shares; (H)
transfers by any person, other than Dominion, by gift, will or intestacy,
or to affiliates or immediate family members, provided that the transferee
agrees to be bound by the restrictions of this Section 6(h); (I) the filing
by Dominion of a shelf registration statement from which Dominion will not
offer any securities for a 60-day period after the date hereof; and (J)
[INSERT OTHER APPROPRIATE EXCEPTIONS].
(i) To use its best efforts to complete the listing of the Common
Stock to be issued and sold pursuant to this Agreement on the New York
Stock Exchange, Inc., subject only to official notice of issuance and
evidence of satisfactory distribution.
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
Shares on any Closing Date shall be subject to the following conditions on
such Closing Date:
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(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 Dominion
threatened by, the Commission on such date. The Representative shall have
received, prior to payment for the Shares, a certificate dated the Closing
Date and signed by the President or any Vice President of Dominion 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 Dominion,
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
Shares shall be in full force and effect and all provisions of such order
or orders heretofore entered are deemed acceptable to the Representative
and Dominion, and all provisions of such order or orders hereafter entered
shall be deemed acceptable to the Representative and Dominion 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 Representative shall receive, on behalf
of the several Underwriters, the opinions of McGuireWoods LLP, counsel to
Dominion, _____________________, counsel to the Underwriters, and
Dominion's General Counsel, substantially in the forms attached hereto as
Schedules III, IV, and V respectively.
(iv) The Representative shall have received from Deloitte & Touche
LLP, on the date of this Agreement and on the Closing Date, with respect to
Dominion, [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
Representative, 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), and except for the sales of Dominion's
Common Stock as contemplated in Section 6(h) above, there shall not have
occurred (1) any change in the common stock or long-term debt of Dominion
(other than a decrease in the aggregate principal amount of such debt
outstanding), (2) any material adverse
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change in the general affairs, financial condition or earnings of Dominion
and its subsidiaries taken as a whole or (3) any material transaction
entered into by Dominion or a Significant Subsidiary other than a
transaction in the ordinary course of business or a transaction which has
been disclosed in the Prospectus, the effect of which in each such case in
the reasonable judgment of the Representative is so material and so adverse
that it makes it impracticable to proceed with the public offering or
delivery of the Shares 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 Dominion's senior unsecured notes, or
securities that are pari passu to Dominion's senior unsecured 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
Dominion 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 Representative, makes it impracticable to proceed with the
public offering or delivery of the Shares 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
Dominion in this Agreement shall be true and correct as if made on and as
of such date, and Dominion shall have performed all obligations and
satisfied all conditions required of it under this Agreement; and, at the
Closing Date, the Representative shall have received a certificate to such
effect signed by the President or any Vice President of Dominion.
(vii) All legal proceedings to be taken in connection with the
issuance and sale of the Shares shall have been satisfactory in form and
substance to _____________________
(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 Representative upon
mailing or
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delivering written notice thereof to Dominion; 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
Representative unless Underwriters who have agreed to purchase in the
aggregate 50% or more of the total number of the Shares 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 Representative
pursuant to Section 7(b) above or because of any failure or refusal on the
part of Dominion to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason Dominion shall be unable
to perform its obligations under this Agreement, then in any such case,
Dominion 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, Dominion shall be absolved from any
further liability hereunder, except as provided in Section 6(b) and Section
9.
8. Conditions of the Obligation of Dominion. The obligation of Dominion
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to deliver the Shares 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 Dominion by
mailing or delivering written notice thereof to the Representative. 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) Dominion 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
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losses, claims, damages or liabilities arising out of the sale of any of the
Shares 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 Dominion shall have made any supplements or
amendments which have been furnished to the Representative), 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 Dominion 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 Dominion 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 Dominion contained in this Section 9(a)
and the representations and warranties of Dominion 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 Shares.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless Dominion, 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 Dominion 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 Dominion or any such controlling person, and shall
survive the delivery of the Shares.
-12-
(c) Dominion and each of the Underwriters agrees that, upon the
receipt of notice of the commencement of any action against Dominion or any of
its officers or directors, or any person controlling Dominion, 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
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.
-13-
(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 Dominion, 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 Dominion on
the one hand or by the Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. Dominion and the Underwriters 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 Shares which it or they have agreed to purchase
hereunder, and the aggregate number of the Shares which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not more
than one-tenth of the total number of Shares, then the other Underwriters shall
be obligated severally in the proportions which the total number of the Shares
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 Shares 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 the
Shares and the total number of the Shares with respect to which such default
occurs is more than one-tenth of the total number of the Shares and arrangements
satisfactory to the Underwriters and Dominion for the purchase of such Shares
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 Dominion (except as provided in
Section 6(b) and Section 9). In any such case not involving a termination,
either the Representative or Dominion shall have the right to postpone the
Closing Date, but in no event for longer than seven days, in order that the
-14-
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 Dominion 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 Dominion, and shall survive delivery
of the Shares.
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 Dominion, the Underwriters and, with respect to the
provisions of Section 9 hereof, each controlling person and each officer and
director of Dominion 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 Shares 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
Representative at the address set forth on Schedule I hereto, or if to Dominion
shall be mailed, telecopied or delivered to it, attention of Treasurer, Dominion
Resources, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (facsimile
number: (▇▇▇) ▇▇▇-▇▇▇▇).
-15-
Please sign and return to us a counterpart of this letter, whereupon
this letter will become a binding agreement between Dominion and the several
Underwriters in accordance with its terms.
DOMINION RESOURCES, INC.
By:_________________________________
Name:
Title:
-16-
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
_______________________________
acting individually and as Representative
of the Underwriters named in Schedule II hereto
By: _______________________________
________________________________
Authorized Signatory
Name:
Title:
-17-
SCHEDULE I
Total Number of Shares Being Offered: _____ Shares
Purchase Price per Share: $ ___
Total Purchase Price: $ _______
Time of Delivery: _______, 10:00 A.M.
Closing Location: One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The specimen of the Shares will be available for your inspection at:
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Address for Notices:
[Underwriters' Representative Contact Information]
with a copy of any notice pursuant to Section 9(c) also sent to:
[Underwriters' Counsel Contact Information]
I-1
SCHEDULE II
Number of Shares
Underwriter to be Purchased
----------- ---------------
___________
Total:
I-2
SCHEDULE III
PROPOSED FORM OF OPINION
OF
[UNDERWRITERS' COUNSEL]
Re: DOMINION RESOURCES, INC.
_____ Common Stock Offering
_____ __, _____
[Underwriters' Representative]
Ladies and Gentlemen:
We have acted as counsel for you (the "Underwriters") in connection
with the purchase today by you severally of _______ shares (the "Shares") of the
common stock (no par value) of Dominion Resources, Inc., a Virginia corporation
(the "Company"), pursuant to the terms of an underwriting agreement dated
____________, 200__ (the "Underwriting Agreement") among Dominion and you. This
letter is being delivered to you pursuant to the provisions of Section 7(a)(iii)
of the Underwriting Agreement. Terms used in this letter which are not defined
herein but which are defined, either directly or by cross-reference, in the
Underwriting Agreement are used herein with the respective meanings assigned to
such terms in the Underwriting Agreement. We have examined originals, or copies
certified to our satisfaction of such corporate records of Dominion, indentures,
agreements and other instruments, certificates of public officials, certificates
of officers and representatives of Dominion, 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 Dominion 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 ▇▇▇▇▇ Center, Richmond, Virginia, at which Dominion
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:
III-1
1. Dominion 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
Dominion.
3. The Shares have been duly authorized and are validly issued, fully
paid and non-assessable; and .
4. The Registration Statement (Reg. No. 333-_____) with respect to
the Shares 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 Shares 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. As to the statements relating to the Shares under DESCRIPTION OF
CAPITAL STOCK--COMMON STOCK in the prospectus initially filed as part of
the Registration Statement, as supplemented by the statements under the
DESCRIPTION OF COMMON STOCK in the Prospectus Supplement dated _______ ,
200 (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 Dominion.
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 Dominion without our participation. We have, however,
participated in conferences with counsel for and representatives of
Dominion in connection with the preparation of the Prospectus Supplement,
and we have reviewed the Incorporated Documents and such of the corporate
records of Dominion 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
III-2
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 Shares 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 Shares 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 Shares
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 Shares 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,
[UNDERWRITERS' COUNSEL]
III-3
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIREWOODS LLP
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
_____ Common Stock Offering
_____ __, _____
[Underwriters' Representative]
Ladies and Gentlemen:
We have acted as counsel to Dominion Resources, Inc., a Virginia
corporation (the "Company"), in connection with the issuance and sale by
Dominion of ____ shares (the "Shares") of its common stock (no par value)
pursuant to an underwriting agreement dated ____________, 200__ (the
"Underwriting Agreement") among Dominion and ____________(the "Underwriters"),
and the several other underwriters named therein. This opinion is rendered
pursuant to the provisions of Section 7(a)(iii) of the Underwriting Agreement,
and, except a set forth herein, the terms used herein which are defined in the
Underwriting Agreement have the same meanings as they have in the Underwriting
Agreement.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of Dominion, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of Dominion, 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
Dominion 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.
IV-1
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 by
Dominion or for the offering, issuance, sale or delivery of the Shares. An
appropriate order of the Securities and Exchange Commission (the Commission)
with respect to the sale of the Shares 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
Shares as contemplated by the Underwriting Agreement.
2. The Shares have been duly authorized and are validly issued, fully
paid and non-assessable; and .
3. The Registration Statement (Reg. No. 333-_____) with respect to
the Shares 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 Shares in the manner therein specified.
4. 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.
5. As to the statements relating to the Shares under DESCRIPTION OF
CAPITAL STOCK--COMMON STOCK in the prospectus initially filed as part of the
Registration Statement, as supplemented by the statements under the DESCRIPTION
OF COMMON STOCK in the Prospectus Supplement dated _______ , 200_ (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.
6. We have participated in conferences with officers and other
representatives of Dominion and representatives of the Underwriters at which the
contents of the Registration Statement and the Prospectus were discussed and we
have consulted with officers and other employees of Dominion to inform them of
the disclosure requirements of the Securities Act. We have examined various
reports, records, contracts and other documents of Dominion 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 Dominion and the closing at which Dominion 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
Dominion which our investigation did not lead us to deem pertinent. As to the
statistical statements in the Registration Statement, we have relied solely on
the officers of
IV-2
Dominion. 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 captions in the opinion in the preceding
paragraph. But such conferences, 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.
Yours very truly,
MCGUIREWOODS LLP
IV-3
SCHEDULE V
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
Re: DOMINION RESOURCES, INC.
_____ Common Stock Offering
_____ __, _____
[Underwriters' Representative]
Ladies and Gentlemen:
The arrangements for issuance of up to ___,000,000 shares of Common
Stock (the Shares), of Dominion Resources, Inc. (Dominion), pursuant to an
Underwriting Agreement dated _______ ___, 200_, by and between Dominion 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 Dominion. Terms not otherwise defined herein have the meanings set
forth in the Underwriting Agreement.
As Vice President and General Counsel of Dominion, I have general
responsibility over the attorneys within Dominion's Legal Department responsible
for rendering legal counsel to Dominion regarding corporate, financial,
securities, and other matters. I am generally familiar with the organization,
business and affairs of Dominion. I am also familiar with the proceedings taken
and proposed to be taken by Dominion in connection with the offering and sale of
the Shares, 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
Shares. Accordingly, some of the matters referred to herein have not been
V-1
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. Dominion 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 Dominion 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 Dominion 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 Dominion.
4. There are no actions, suits or proceedings pending or, to the best
of my knowledge, threatened, to which Dominion or one of its subsidiaries is a
party or to which any of Dominion'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 Dominion 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-2