Exhibit 1
DOMINION RESOURCES, INC.
9,400,000 Shares of Common Stock
PURCHASE AGREEMENT
March 13, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Dominion Resources Inc., a Virginia corporation (Dominion), confirms
its agreement with you, with respect to the issue and sale by Dominion and
purchase by you of 9,400,000 shares (the Firm Shares) of its common stock (no
par value) (Common Stock). In addition, Dominion proposes to grant you an option
to purchase up to an additional 940,000 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). This agreement shall be referred to herein
as the "Purchase Agreement."
1. Intentionally omitted.
2. Intentionally omitted.
3. Representations and Warranties of Dominion. Dominion
represents and warrants to and agrees with you that:
(a) A registration statement, No. 333-55904 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) 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 and
other securities included in the Registration Statement, which
prospectus is now proposed to be supplemented by a prospectus
supplement relating to the Shares to be filed with the Commission under
the Securities Act, as completed and as so supplemented, is hereinafter
referred to as the "Prospectus". As used herein, the terms
"Registration Statement" 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
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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 date it was declared effective (the
Effective Date) nor the Prospectus on the date hereof contained or
contains an untrue statement of a material fact or omitted 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 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 Dominion by
you for use in the Registration Statement or Prospectus or the parts of
the Registration Statement; 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 have 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, are
independent public accountants as required by the Securities Act and
the Rules and Regulations.
(e) Consolidated Natural Gas Company, Dominion Exploration &
Production, Inc., Dominion Energy, Inc., Dominion Nuclear Connecticut,
Inc., Dominion Nuclear, Inc.,
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Dominion Nuclear Marketing II, Inc., Dominion Transmission,
Inc., The East Ohio Gas Company and Virginia Electric and Power Company
are the only Significant Subsidiaries of Dominion as such term is
defined in Rule 1-02 of Regulation S-X. 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 Purchase
Agreement and the consummation of the transactions contemplated in this
Purchase 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
Purchase Agreement, 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
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 Purchase Agreement.
(g) The Shares have been duly authorized and, when issued and
delivered in accordance with the terms of this Purchase 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.
(h) The Common Stock (other than the Shares) is and, upon issuance
the Shares will be, listed on the New York Stock Exchange.
(i) 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. Offering. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions in
this Purchase Agreement set forth, Dominion agrees to sell to
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you, and you agree to purchase from Dominion, at the price, place and time
specified, the total number of the Firm Shares set forth in Schedule I hereto.
In addition, Dominion hereby grants to you an option to purchase up to 940,000
Option Shares. Such option is granted solely for the purpose of covering
over-allotments in the sale of the Firm Shares and is exercisable as provided
herein. The price of both the Firm Shares and the Option Shares shall be $59.80
per Share.
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 Shares to, and payment
therefor by, you shall be made at the time, place and date specified in Schedule
I or such other time, place and date as you and Dominion may agree upon in
writing. 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 First
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 you 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
Purchase Agreement is a further condition of your obligation 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
Purchase Agreement, the option granted in Section 4 may be exercised by your
written notice being given to Dominion. Such notice shall set forth the
aggregate number of Option Shares as to which the option is being exercised, the
denominations in which the Option Shares are to be issued and the date and time,
as determined by you, 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 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
you 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 you for your account 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 Purchase Agreement is a further condition of your obligation hereunder.
Upon delivery, the Option Shares shall be registered in the name of Cede & Co.,
as nominee of DTC.
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6. Covenants of Dominion. Dominion agrees that:
(a) If you so request, Dominion, on or prior to the Closing
Date, will deliver to you 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 you.
You will be deemed to have made such a request for copies for yourself
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Valentine LLP, your counsel, 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 the
Prospectus, (ii) the preparation, issuance, listing and delivery of the
Shares, and (iii) the printing and delivery to you, in reasonable
quantities, of copies of the Registration Statement and the Prospectus
(each as originally filed and as subsequently amended). In addition,
Dominion will pay the reasonable out of pocket fees and disbursements
of your counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Valentine LLP, 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 you or Dominion).
(c) If, during the time when a prospectus relating to the
Shares is required to be delivered under the Securities Act, but not
later than 30 days after the Closing Date, 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,
Dominion promptly will (i) notify you 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 you and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
& Valentine LLP. 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 you and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ & Valentine LLP.
(d) Dominion will advise you promptly of any proposal to amend
or supplement the Registration Statement or the Prospectus and will
afford you a reasonable opportunity to comment on any such proposed
amendment or supplement prior to filing; and Dominion will also advise
you promptly of the filing of any such amendment or supplement and of
the institution by the Commission of any stop order proceedings in
respect of the Registration Statement or of any part thereof and will
use its best efforts to prevent the issuance of any such stop order and
to obtain as soon as possible its lifting, if issued.
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(e) 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 proper 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
jurisdictions as you 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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ &
Valentine LLP who are acting as counsel for you (exclusive of fees and
disbursements of such counsel which are to be paid as set forth in
Section 6(b)), shall be paid by you; provided, however, that if this
Purchase Agreement is terminated in accordance with the provisions of
Section 7 or 8 hereof, Dominion shall reimburse you for the amount of
such fees and disbursements.
(h) Dominion shall not, and it shall prior to closing obtain
from its executive officers (as such term is defined in Rule 3b-7
promulgated under the Securities Exchange Act) (the Executive Officers)
and its directors their agreement not to (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, 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 90 days from the date
hereof without your prior written consent other than (A) pursuant to
this Purchase 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 Dominion's
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 (or the sale by any
Executive Officers or directors of Dominion of Common Stock received as
dividends) in connection with any of Dominion's employee benefit plans,
employee stock purchase plans, non-employee director stock plans,
dividend reinvestment plans, employee retirement 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
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issuance by Dominion of Common Stock in connection with acquisitions
that close more than 90 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 90-day period after its filing date;
and (J) the issuance by Dominion of up to 6,600,000 Equity Income
Securities pursuant to a Purchase Agreement dated March 13, 2002,
between Dominion and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., the creation or
recreation of related Dominion Treasury Units or Corporate Units
upon substitution of pledged securities or shares of Common Stock
issuable upon early settlement of Dominion's Corporate Units or
Treasury Units.
(i) To use its best efforts to list the Shares to be issued and
sold pursuant to this Purchase Agreement on the New York Stock
Exchange, Inc., subject only to official notice of issuance and
evidence of satisfactory distribution.
7. Conditions of Your Obligations; Termination by You.
(a) Your obligations to purchase and pay for the Shares
on the Closing Date 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 Dominion threatened by, the Commission
on such date. You 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) The relevant order or orders of the Commission
pursuant to the Public Utility Holding Company Act of 1935, as
amended, permitting the issuance and sale of the Shares, a
copy of which has been provided to you, shall remain in full
force and effect.
(iii) On the Closing Date you shall receive the
opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Valentine LLP, your
counsel, McGuireWoods LLP, counsel to Dominion, and Dominion's
General Counsel, substantially in the forms attached hereto as
Schedules II, III, and IV respectively.
(iv) You shall have received letters addressed to you
from Deloitte & Touche LLP, dated the date of this Purchase
Agreement and the Closing Date, containing statements and
information of the type ordinarily included in
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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 Purchase
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 sales of Dominion's
Common Stock as contemplated 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 thereof outstanding), (2) any material
adverse 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, the effect of which in each such
case in your reasonable judgment 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 Purchase
Agreement, and (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; provided, the effect of such outbreak,
escalation, declaration, calamity, crisis or material adverse
change shall, in your reasonable judgment, make 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 Purchase Agreement.
(vi) On the Closing Date, the representations and
warranties of Dominion in this Purchase 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 Purchase Agreement;
and, on the Closing Date, you shall have received a
certificate to such effect signed by the President or any Vice
President of Dominion.
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(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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ &
Valentine LLP.
(b) In case any of the conditions specified above in Section
7(a) shall not have been fulfilled, this Purchase Agreement may be
terminated by you upon mailing or delivering written notice thereof to
Dominion. Any such termination shall be without liability of either
party to the other party except as otherwise provided in Section 9 and
Sections 6(b), 6(g) and 7(c) hereof.
(c) If this Purchase Agreement shall be terminated by you
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 Purchase Agreement, or if for any reason Dominion
shall be unable to perform its obligations under this Purchase
Agreement, then in any such case, Dominion will reimburse you for all
out-of-pocket expenses (in addition to the fees and disbursements of
your counsel as provided in Section 6(g)) reasonably incurred by you in
connection with this Purchase 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
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 such conditions
shall not have been fulfilled, this Purchase Agreement may be terminated by
Dominion by mailing or delivering written notice thereof to you. Any such
termination shall be without liability of either party to the other party except
as otherwise provided in Sections 6(b), 6(g), and 9 hereof.
9. Indemnification and Contribution. (a) Dominion agrees to indemnify
and hold harmless you, and each person who controls you 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 you or any of such persons may become subject under the
Securities Act, the Securities Exchange Act, or any other statute or common law
and to reimburse you and each such 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 date hereof), 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 indemnity agreement, insofar as it relates to any preliminary
Prospectus, shall not inure to your benefit (or to the benefit of any person who
controls you) on account of any losses, claims, damages or liabilities arising
out of your sale of any of the Shares to any person if it shall be established
that a copy of the Prospectus, excluding any
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documents incorporated by reference (as supplemented or amended, if Dominion
shall have made any supplements or amendments which have been furnished to you),
shall not have been sent or given by you or on your behalf 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 you or on
your behalf 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 you or on your behalf or any such controlling person, and shall survive
the delivery of the Shares.
(b) You agree 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
date hereof), 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 you or on your behalf
for use in the Registration Statement or the Prospectus or any amendment or
supplement to either thereof, or any preliminary Prospectus. Your indemnity
agreement 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.
(c) Dominion and you agree 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 you or any person controlling you
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
10
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.
(d) If the indemnification provided for in 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
you, 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
11
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 you on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
Dominion and you agree that it would not be just and equitable if contribution
pursuant to this Section 9(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 9(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section
9(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The 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. Intentionally omitted.
11. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Purchase 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 you or on your behalf or any of your controlling persons,
or by or on behalf of Dominion, and shall survive delivery of the Shares.
12. Miscellaneous. The validity and interpretation of this Purchase
Agreement shall be governed by the laws of the State of New York. This Purchase
Agreement shall inure to the benefit of Dominion, you 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 Purchase 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
Purchase Agreement or any provision herein contained. The term "successors" as
used in this Purchase Agreement shall not include any purchaser, as such, of any
of the Shares from you.
13. Notices. All communications hereunder shall be in writing and
if to you shall be mailed, telecopied or delivered to you 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: (▇▇▇) ▇▇▇-▇▇▇▇).
12
Please sign and return to us a counterpart of this letter, whereupon
this letter will become a binding agreement between Dominion and you in
accordance with its terms.
DOMINION RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
13
The foregoing agreement is hereby confirmed and accepted, as of
the date first above written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Managing Director
14
SCHEDULE I
Total Number of Firm Shares Being Purchased: 9,400,000 Shares
Purchase Price per Share: $ 59.80
Total Purchase Price: $ 562,120,000
Time of Delivery: March 18, 2002, 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:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy of any notice pursuant to Section 9(c) also sent to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & Valentine LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: F. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., Esquire
facsimile number: (▇▇▇) ▇▇▇-▇▇▇▇
I-1
SCHEDULE II
PROPOSED FORM OF OPINION
OF
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & VALENTINE LLP
Bank of America Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
2002 Common Stock Offering
March 18, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We have acted as your counsel in connection with the arrangements for
issuance by Dominion Resources, Inc., a Virginia corporation (Dominion), of
9,400,000 shares (the Shares) of Dominion's common stock (no par value) pursuant
to a Common Stock Purchase Agreement dated March 13, 2002 between Dominion and
you (the Purchase Agreement). This letter is being delivered to you pursuant to
the Purchase Agreement. All terms not otherwise defined herein shall have the
meanings set forth in the Purchase 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 Purchase 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 Purchase Agreement that
are required to be satisfied as of the Closing Date.
II-1
Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that:
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. 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 Purchase 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 Purchase
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 Purchase Agreement.
3. The Purchase Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered
by Dominion.
4. The Shares have been duly authorized and are validly
issued, fully paid and non-assessable; and the issuance of such Shares
is not subject to any preemptive or similar rights.
5. The Registration Statement (Reg. No. 333-55904) 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.
6. The Registration Statement and the Prospectus (except that
we express no comment or belief with respect to any historical or pro
forma financial statements and schedules and other financial or
statistical information contained or incorporated by reference in the
Registration Statement or Prospectus) appear on their face to be
appropriately responsive in all material respects to the requirements
of the Securities Act, and to the applicable rules and regulations of
the Commission thereunder.
7. As to the statements relating to the Shares under
DESCRIPTION OF CAPITAL STOCK--Common Stock in the prospectus initially
filed as part of the Registration Statement, 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.
II-2
As to the statistical statements in the Registration Statement
(which includes statistical statements in the Incorporated Documents),
we have relied solely on the officers of Dominion. 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 the preceding
paragraph in regard to the captions set forth in such preceding
paragraph. We note 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 Registration
Statement, the Prospectus as it was initially issued and as has been
supplemented or amended, 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 contained on
the date the Registration Statement became effective, or the Prospectus
contained on the date it was issued or the date it was supplemented or
amended, or that the Registration Statement or the Prospectus (in all
cases, excepting the financial statements and schedules and other
financial information contained or incorporated therein by reference
and any pro forma financial information (and notes thereto) included or
incorporated by reference therein, as to which we express no belief)
contains on the date hereof, any untrue statement of a material fact or
omitted or omits on the date hereof to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading. The foregoing assurance is provided 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 prior to the date of the Purchase 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,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ & VALENTINE LLP
II-3
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MCGUIREWOODS LLP
One ▇▇▇▇▇ Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
2002 Common Stock Offering
March 18, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
We have acted as counsel to Dominion Resources, Inc., a Virginia
corporation (Dominion), in connection with the issuance and sale by Dominion of
9,400,000 shares (the Shares) of its common stock (no par value) pursuant to a
purchase agreement dated March 13, 2002, between Dominion and you (the Purchase
Agreement). This opinion is rendered pursuant to the provisions of Section
7(a)(iii) of the Purchase Agreement, and, except as set forth herein, the terms
used herein which are defined in the Purchase Agreement have the same meanings
as they have in the Purchase 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 Purchase
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
III-1
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 Purchase Agreement 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 Purchase Agreement.
2. The Shares have been duly authorized and are validly
issued, fully paid and non-assessable; and the issuance of such Shares is not
subject to any preemptive or similar rights.
3. The Registration Statement (Reg. No. 333-55904) 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, pro forma financial information and schedules contained or
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, we are of the opinion that the statements
are substantially accurate and fair.
We have participated in conferences with officers and other
representatives of Dominion and your representatives 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
Purchase Agreement. We have not, however, undertaken to make any independent
review of other records of Dominion which our investigation did not lead us to
deem pertinent. As to the statistical statements in the Registration Statement
(which includes the Incorporated Documents), we have relied solely on the
officers of Dominion. We accordingly assume no responsibility for the accuracy
or completeness of the statements made in the Registration Statement, except as
stated above in the preceding paragraph in regard to the captions set forth in
such 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
III-2
on the date it was issued, or that the Registration Statement or the Prospectus
(in each case, except with respect to the financial statements and schedules and
other financial information contained or incorporated by reference in the
Registration Statement or Prospectus) contains on the date hereof, any untrue
statement of a material fact or omitted on such date or omits on the date hereof
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The foregoing assurance is provided 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 prior to
the date of the Purchase Agreement.
We 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.
Yours very truly,
MCGUIREWOODS LLP
III-3
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: DOMINION RESOURCES, INC.
Re: DOMINION RESOURCES, INC.
2002 Common Stock Offering
March 18, 2002
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
The arrangements for issuance of up to 9,400,000 shares of
Common Stock (the Shares), of Dominion Resources, Inc. (Dominion), pursuant to a
Purchase Agreement dated March 13, 2002, by and between Dominion and you (the
Purchase 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 Purchase 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 handled personally by me, but I have been made familiar with the facts
and circumstances and
IV-1
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 Purchase 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 Purchase 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 Purchase 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,
IV-2
