Exhibit 1.1
DOMINION RESOURCES, INC.
Senior Notes, Due _____________
UNDERWRITING AGREEMENT
[Insert Date]
[Name of Representative]
as Representative for the Underwriters
listed in Schedule I hereto
[Address of Representative]
Ladies and Gentlemen:
The undersigned, Dominion Resources, Inc. (Dominion), hereby confirms its
agreement with the several Underwriters named in Schedule I hereto (the
Agreement) with respect to the sale to the several Underwriters of certain of
its Senior Notes (the Senior Notes) specified in Schedule II hereto, and the
public offering thereof by the several Underwriters, upon the terms specified in
Schedule II hereto.
1. Underwriters and Representative. The term "Underwriters" as used
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herein shall be deemed to mean the several persons, firms or corporations
(including the Representative hereinafter mentioned) named in Schedule I 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 I 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 Senior Notes. Schedule II specifies the aggregate
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principal amount of the Senior Notes, the initial public offering price of the
Senior Notes, the purchase price to be paid by the Underwriters, and any
concession from the initial public offering price to be allowed to dealers or
brokers, and sets forth the date, time and manner of delivery of the Senior
Notes and payment therefor. Schedule II also specifies (to the extent not set
forth in the
Registration Statement and Prospectus referred to below) the terms and
provisions for the purchase of such Senior Notes. The Senior Notes will be
issued under Dominion's Senior Indenture dated as of June 1, 2000 between
Dominion and The Chase Manhattan Bank, as Trustee (the Trustee), as previously
supplemented, and as further supplemented by an ________ Supplemental Indenture
dated as of _______________ (collectively, the Indenture).
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 Senior Notes 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 Senior Notes included in the
Registration Statement, which prospectus is now proposed to be supplemented
by a supplement relating to the Senior Notes to be filed with the
Commission under the Securities Act, as so supplemented, is hereinafter
referred to as the "Prospectus". As used herein, the terms "Registration
Statement", "prospectus" and "Prospectus" include all documents (including
any Current Report on Form 8-K) incorporated therein by reference, and
shall include any documents (including any Current Report on Form 8-K)
filed after the date of such Registration Statement, prospectus or
Prospectus and incorporated therein by reference from the date of filing of
such incorporated documents (collectively, the Incorporated Documents).
(b) No order suspending the effectiveness of the Registration
Statement or otherwise preventing or suspending the use of the Prospectus
has been issued by the Commission and is in effect and no proceedings for
that purpose are pending before or, to the knowledge of 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), the Trust Indenture Act of 1939, as amended (the
Trust Indenture Act), and the rules, regulations and releases of the
Commission (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, the Trust Indenture Act and the Rules and Regulations, and neither of
such documents will include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, that the foregoing
representations and warranties in this Section 3(b) shall not apply to
statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon
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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 or the part of the Registration
Statement which constitutes the Trustee's Statement of Eligibility under
the Trust Indenture Act; and provided, further, that the foregoing
representations and warranties are given on the basis that any statement
contained in an Incorporated Document shall be deemed not to be contained
in the Registration Statement or Prospectus if the statement has been
modified or superseded by any statement in a subsequently filed
Incorporated Document or in the Registration Statement or Prospectus or in
any amendment or supplement thereto.
(c) Except as reflected in, or contemplated by, the Registration
Statement and Prospectus (exclusive of any amendments or supplements after
the date hereof), since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus
(exclusive of any amendments or supplements after the date hereof), there
has not been any material adverse change or event which would result in a
material adverse effect on the condition of 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 examined 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 relating to the Securities
Act.
(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, the
Indenture and the Senior Notes and the consummation of the transactions
contemplated in this Agreement and in the Registration Statement (including
the issuance and sale of the Senior Notes and the use of the proceeds from
the sale of the Senior Notes as described in the Prospectus under the
caption "Use of Proceeds") and compliance by Dominion with its
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obligations under this Agreement, the Indenture and the Senior Notes do not
and will not, whether with or without the giving of notice or lapse of time
or both, conflict with or constitute a breach of, or default under or
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of 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 Senior Notes as contemplated by this Agreement.
(g) Dominion is not, and, after giving effect to the offering and
sale of the Senior Notes 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 principal amount of the Senior Notes
set forth opposite the name of such Underwriter in Schedule I hereto. The
Underwriters agree to make a public offering of their respective Senior Notes
specified in Schedule I hereto at the initial public offering price specified in
Schedule II hereto. It is understood that after such initial offering the
several Underwriters reserve the right to vary the offering price and further
reserve the right to withdraw, cancel or modify such offering without notice.
5. Time and Place of Closing. Delivery of the Senior Notes to, and
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payment therefor by, the Representative for the accounts of the several
Underwriters shall be made at the time, place and date specified in Schedule II
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 "Closing Date".
Unless otherwise specified in Schedule II hereto, payment for the Senior Notes
shall be made by wire transfer of immediately available funds to Dominion's
account on the Closing Date against delivery of the Senior Notes, in fully
registered form, registered in the name of Cede & Co., as nominee for The
Depository Trust Company. The certificate(s) for the Senior Notes will be made
available at the location specified on Schedule II for examination by the
Representative not later than 12:00 noon, New York time, on the last business
day prior to the Closing Date.
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6. Covenants of Dominion. Dominion agrees that:
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(a) If the Representative so requests, Dominion, on 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 XXXXX 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 Senior Notes, (iii) any
fees and expenses of the Trustee and (iv) the printing and delivery to the
Underwriters in reasonable quantities of copies of the Registration
Statement and the Prospectus (each as originally filed and as subsequently
amended). Dominion also will pay all taxes, if any, on the issuance of the
Senior Notes. In addition, Dominion will pay the reasonable out of pocket
fees and disbursements of Underwriters' outside counsel,
______________________________, in connection with the qualification of the
Senior Notes under state securities or blue sky laws or investment laws (if
and to the extent such qualification is required by the Underwriters or
Dominion).
(c) If, during the time when a prospectus relating to the Senior
Notes is required to be delivered under the Securities Act, any event
occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Securities
Act, Dominion promptly will (i) notify the Underwriters through the
Representative to suspend solicitation of purchases of the Senior Notes and
(ii) at its expense, prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance. During the period specified above,
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 XXXXX filing system shall
be deemed to have been furnished by Dominion to the Representative and
_________________________.
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(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 proper information as may be lawfully
required and otherwise cooperate in qualifying the Senior Notes for offer
and sale under the securities or blue sky laws of such states as the
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.
(h) During the period beginning on the date of this Agreement and
continuing to and including the Closing Date, Dominion will not, without
the prior written consent of the Representative, directly or indirectly,
sell or offer to sell or otherwise dispose of any Senior Notes or any
security convertible into or exchangeable for the Senior Notes or any debt
securities substantially similar to the Senior Notes (except for the Senior
Notes issued pursuant to this Agreement).
7. Conditions of Underwriters' Obligations; Termination by the
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Underwriters.
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(a) The obligations of the Underwriters to purchase and pay for the
Senior Notes shall be subject to the following conditions:
(i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date and no
proceedings for that purpose
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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 Senior Notes, 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) On the Closing Date an order or orders of the Commission
pursuant to the Public Utility Holding Company Act of 1935, as amended
(the 1935 Act) permitting the issuance and sale of the Senior Notes
shall be in full force and effect and all provisions of such order or
orders heretofore entered are deemed acceptable to the 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) On 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, and
all in form and substance satisfactory to the Representative.
(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,] letters 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), there shall not have occurred (1)
any change in the senior 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
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a transaction in the ordinary course of business, 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 Senior Notes on the terms
and in the manner contemplated in the Prospectus and this 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, 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
Senior Notes on the terms and in the manner contemplated in the
Prospectus and in this Agreement.
(vi) On the Closing Date, the representations and warranties of
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, on
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 Senior Notes 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 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 aggregate principal
amount of the Senior
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Notes shall have consented to such termination and the aforesaid notice
shall so state. Any such termination shall be without liability of any
party to any other party except as otherwise provided in Section 9 and
Sections 6(b), 6(g) and 7(c) hereof.
(c) If this Agreement shall be terminated by the 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 Senior Notes shall be subject to the conditions set forth in the
first sentence of Section 7(a)(i) and in Section 7(a)(ii). In case said
conditions shall not have been fulfilled, this Agreement may be terminated by
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 losses, claims, damages or
liabilities arising out of the sale of any of the Senior Notes by such
Underwriter to any person if it shall be established that a copy of the
Prospectus, excluding any documents incorporated by reference (as supplemented
or amended, if Dominion shall have made any supplements or amendments which have
been furnished to the Representative), shall not have
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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 Senior Notes.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless Dominion, its officers and directors, and each person who controls
any thereof within the meaning of Section 15 of the Securities Act or Section
20(a) of the Securities Exchange Act, against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Securities Act, the Securities Exchange Act, or any
other statute or common law and to reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided, reasonable outside
counsel fees) incurred by them in connection with investigating or defending any
such losses, claims, damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or any preliminary
Prospectus (if and when used prior to the effective date of the Registration
Statement), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance upon information
furnished herein or in writing to 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 Senior Notes.
(c) Dominion and each of the Underwriters 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 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
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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.
(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,
-11-
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 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
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 Senior Notes which it or they have agreed to purchase
hereunder, and the aggregate principal amount of the Senior Notes which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
is not more than one-tenth of the aggregate principal amount of the Senior
Notes, then the other Underwriters shall be obligated severally in the
proportions which the principal amount of the Senior Notes set forth opposite
their respective names in Schedule I bears to the aggregate underwriting
obligations of all non-defaulting Underwriters, or in such other proportions as
the Underwriters may specify, to purchase the Senior Notes which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase. If any
Underwriter or Underwriters shall so fail or refuse to purchase Senior Notes and
the aggregate principal amount of the Senior Notes with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of the
Senior Notes and arrangements satisfactory to the Underwriters and Dominion for
the purchase of such Senior Notes are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any non-
defaulting Underwriter (except as provided in Section 6(g) and Section 9) or of
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 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
-12-
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 Senior Notes.
12. Miscellaneous. The validity and interpretation of this Agreement
-------------
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of 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 Senior Notes from any of
the several Underwriters.
13. Notices. All communications hereunder shall be in writing and if to
-------
the Underwriters shall be mailed, faxed or delivered to the Representative at
the address set forth on Schedule II hereto, or if to Dominion shall be mailed,
faxed or delivered to it, attention of Treasurer, Dominion Resources, Inc., 000
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 (facsimile number: (000) 000-0000).
-13-
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:
-14-
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
[NAME OF REPRESENTATIVE]
acting individually and as Representative
of the Underwriters named in Schedule I hereto
By: [NAME OF REPRESENTATIVE]
________________________________
Authorized Signatory
Name:
Title:
-15-
SCHEDULE I
Principal Amount
of Senior Notes
Underwriter to be Purchased
----------- ----------------
________________
Total: $
I-1
SCHEDULE II
Title of Senior Notes: 200_ Series __ __ Senior Notes Due ______________
Aggregate Principal Amount: $______________
Initial Price to Public:
________% of the principal amount of the Senior Notes plus
accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
________% of the principal amount of the Senior Notes
Time of Delivery: ______________, 10:00 A.M.
Closing Location: One Xxxxx Center
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
The Senior Notes will be available for inspection by the Representative at:
One Xxxxx Center
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Address for Notices to the Underwriters:
[Representative Address]
with a copy of any notice pursuant to Section 9(c) also sent to:
[Representative Address]
II-1
SCHEDULE III
PROPOSED FORM OF OPINION
OF
[UNDERWRITERS' COUNSEL]
Re: DOMINION RESOURCES, INC.
Series __ __ Senior Notes,
due ______________
______________
[Name of Representative]
as Representative for the Underwriters
listed in Schedule I to the Underwriting Agreement
[Address of Representative]
Ladies and Gentlemen:
We have acted as counsel for you in connection with arrangements for
the issuance by Dominion Resources, Inc. (Dominion) of up to U.S.
$______________ aggregate principal amount of its 200_ Series __ __ Senior
Notes due ______________ (the Senior Notes) and the offering of the Senior Notes
by you pursuant to an Underwriting Agreement dated ______________ by and between
you and Dominion (the Underwriting Agreement). All terms not otherwise defined
herein shall have the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction of
such corporate records of Dominion, indentures, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of Dominion and of the Trustee, and other documents, as we have
deemed necessary as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certifications by officers
of Dominion, the Trustee and other appropriate persons and statements contained
in the Registration Statement hereinafter mentioned. All legal proceedings
taken as of the date hereof in connection with the transactions contemplated by
the Underwriting Agreement have been satisfactory to us.
III-1
In addition, we attended the closing held today at the offices of
McGuireWoods LLP, One Xxxxx 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:
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 Indenture has been duly authorized, executed and delivered by
Dominion and has been duly qualified under the Trust Indenture Act and
constitutes a valid and binding obligation of Dominion, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally or
by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law).
4. The Senior Notes have been duly authorized and executed by
Dominion and, when completed and authenticated by the Trustee in accordance
with, and in the form contemplated by, the Indenture and issued, delivered and
paid for as provided in the Underwriting Agreement, will have been duly issued
under the Indenture and will constitute valid and binding obligations of
Dominion entitled to the benefits provided by the Indenture, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally or by general equitable principles (regardless of whether enforcement
is considered in a proceeding in equity or at law).
5. The Registration Statement (Reg. No. 333-_____) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of Senior Notes in the manner therein specified.
6. The Registration Statement (which includes the Incorporated
Documents) and the Prospectus (except that we express no comment or belief with
respect to the financial statements and schedules and other financial or
statistical information contained 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 Senior Notes under
DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR DEBT SECURITIES in
the
III-2
prospectus initially filed as part of the Registration Statement, as
supplemented by the statements under DESCRIPTION OF THE SENIOR NOTES in the
Prospectus Supplement dated ______________ (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.
8. 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 captions in the opinion in the preceding paragraph. 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 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 Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Senior Notes as contemplated by the
Underwriting Agreement. No approval or consent by any public regulatory body,
other than such order and notification of effectiveness by the Commission, is
legally required in connection with the sale of the Senior Notes as contemplated
by the Underwriting Agreement (except to the extent that compliance with the
provisions of securities or blue sky laws of certain states may be required in
connection with the sale of the Senior Notes in such states) and the carrying
out of the provisions of the Underwriting Agreement.
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered
to, any person without our prior written consent.
III-3
Very truly yours,
[UNDERWRITER'S COUNSEL]
III-4
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIREWOODS LLP
One Xxxxx Center
000 Xxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: DOMINION RESOURCES, INC.
____ Series __% Senior Notes
due _____ __, ____
[Date]
[Name of Representative]
as Representative for the Underwriters
listed in Schedule I to the Underwriting Agreement
[Address of Representative]
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $______________ aggregate
principal amount of 200_ Series __ __ Senior Notes due ______________ (the
Senior Notes), of Dominion Resources, Inc. (Dominion) pursuant to an
Underwriting Agreement dated ______________ by and between Dominion and the
Underwriters listed on Schedule I as attached thereto (the Underwriting
Agreement), have been taken under our supervision as counsel for Dominion.
Terms not otherwise defined herein have the meanings set forth in the
Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of Dominion, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of Dominion and of the Trustee, and other documents, as we have
deemed it necessary to require as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of
IV-1
Dominion, the Trustee and other appropriate persons and statements contained in
the Registration Statement hereinafter mentioned. All legal proceedings taken as
of the date hereof in connection with the transactions contemplated by the
Underwriting Agreement have been satisfactory to us.
On this basis we are of the opinion that:
1. No filing with, or authorization, approval, consent, license,
order, registration, qualification or decree of, any court or governmental
authority or agency, domestic or foreign (other than those required under the
Public Utility Holding Company Act of 1935, the Securities Act and the Rules and
Regulations, which have been obtained, or as may be required under the
securities or blue sky laws of the various states) is necessary or required in
connection with the due authorization, execution and delivery of the
Underwriting Agreement or the due execution, delivery or performance of the
Indenture by Dominion or for the offering, issuance, sale or delivery of the
Senior Notes. An appropriate order of the Securities and Exchange Commission
(the Commission) with respect to the sale of the Senior Notes under the Public
Utility Holding Company Act of 1935, as amended, has been issued, and such order
remains in effect at this date and constitutes valid and sufficient
authorization for the sale of the Senior Notes as contemplated by the
Underwriting Agreement.
2. The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by, and constitutes a
valid and binding obligation of, Dominion, in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
3. The Senior Notes have been duly authorized and executed by
Dominion and, when completed and authenticated by the Trustee in accordance
with, and in the form contemplated by, the Indenture and issued, delivered and
paid for in accordance with the Underwriting Agreement, will have been duly
issued under the Indenture and will constitute valid and binding obligations of
Dominion entitled to the benefits provided by the Indenture, in accordance with
their terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.
4. The Registration Statement (Reg. No. 333-_____) with respect to
the Senior Notes filed pursuant to the Securities Act, has become effective and
remains in effect at this date, and the Prospectus may lawfully be used for the
purposes specified in the Securities Act in connection with the offer for sale
and the sale of the Senior Notes in the manner therein specified.
5. The Registration Statement and the Prospectus 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 (except that we express no
IV-2
comment or belief with respect to the financial statements and schedules and
other financial or statistical information contained in the Registration
Statement or Prospectus).
6. We are of the opinion that the statements relating to the Senior
Notes contained in the prospectus initially filed as part of the Registration
Statement under DESCRIPTION OF DEBT SECURITIES and ADDITIONAL TERMS OF SENIOR
DEBT SECURITIES, as supplemented by the statements under DESCRIPTION OF THE
SENIOR NOTES in the Prospectus Supplement dated ______________, are
substantially accurate and fair.
7. 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 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 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 such 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.
IV-3
We do not purport to express an opinion on any laws other than those
of the Commonwealth of Virginia, the State of New York and the United States of
America. This opinion may not be relied upon by, nor may copies be delivered
to, any person without our prior written consent.
Yours very truly,
MCGUIREWOODS LLP
IV-4
SCHEDULE V
PROPOSED FORM OF OPINION
OF
GENERAL COUNSEL OF
DOMINION RESOURCES, INC.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Re: DOMINION RESOURCES, INC.
200_ Series __ __ Senior Notes
due ______________
[Insert Date]
[Name of Representative]
as Representative for the Underwriters
listed in Schedule I to the Underwriting Agreement
[Address of Representative]
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $______________ aggregate
principal amount of 200_ Series __ __ Senior Notes due ______________ (the
Senior Notes), of Dominion Resources, Inc. (Dominion), pursuant to an
Underwriting Agreement dated ______________ by and between Dominion and the
Underwriters listed on Schedule I 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 Senior Notes, and I have examined such corporate records, certificates
V-1
and other documents and such questions of the law as I have considered necessary
or appropriate for the purposes of this opinion. In addition, I have
responsibility for supervising lawyers who may have been asked by me or others
to review legal matters arising in connection with the offering and sale of the
Senior Notes. Accordingly, some of the matters referred to herein have not been
handled personally by me, but I have been made familiar with the facts and
circumstances and the applicable law, and the opinions herein expressed are my
own or are opinions of others in which I concur.
On this basis I am of the opinion that:
1. 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
