UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
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In the Matter of :
:
AMERICAN ELECTRIC POWER COMPANY, INC. :
1 Riverside Plaza : CERTIFICATE OF
Columbus, OH 43215 : NOTIFICATION
:
File No. 70-9729 :
:
(Public Utility Holding Company Act of 1935) :
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American Electric Power Company, Inc. ("AEP"), a registered holding
company under the Public Utility Holding Company Act of 1935, as amended, hereby
certifies in connection with the Application-Declaration on Form U-1 in the
above-entitled matter, that certain of the transactions specified in said
Application-Declaration, as amended, have been carried out in accordance with
the terms and conditions of, and for the purposes represented by, said
Application-Declaration, as amended, and the Order of the Securities and
Exchange Commission with respect thereto, dated April 20, 2001 (HCAR No.
35-27382), as follows:
On March 14, 2003, AEP issued and sold to a group of Underwriters,
including Barclays Capital Inc. and UBS Warburg LLC, $250,000,000
aggregate principal amount of 5.375% Senior Notes, Series C, Due 2010.
File No. 333-86050, Form S-3 Registration Statement, filed May 17, 2002,
is incorporated herein by reference.
A past-tense opinion of counsel relating to these transactions is filed
herewith as Exhibit F-2.
The transactions described herein were consummated within the period
designated in said Application-Declaration.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:_/s/ Thomas G. Berkemeyer_
Assistant Secretary
Dated: April 7, 2003
Exhibit F-2
614/223-1624
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
April 7, 2003
Re: American Electric Power Company, Inc.
File No. 70-9729
Gentlemen:
In connection with the transactions proposed and described in the Application or
Declaration on Form U-1 filed with this Commission in the captioned proceeding,
to which this opinion is an exhibit, I have examined, among other things, the
Application or Declaration on Form U-1, as amended.
Based upon such investigation as I have deemed necessary, it is my opinion that:
(a) all state laws applicable to the proposed transactions have been
complied with;
(b) the notes issued by American Electric Power Company, Inc. ("AEP")
are valid and binding obligations of AEP in accordance with their
terms; subject, however, to the qualification that the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement
of creditors' rights in general and by general principles of equity;
and
(c) the consummation of the proposed transactions have not violated the
legal rights of the holders of any securities issued by AEP or any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Application or Declaration.
Very truly yours,
/s/ William E. Johnson
William E. Johnson
Counsel for the Company