S I D L E Y & A U S T I N
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Bank Xxx Xxxxx
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
June 21, 2000
Unicom Corporation
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: 30,000 shares of Common Stock, without par value, to be issued
pursuant to the Unicom Corporation Retirement Plan for Directors
and the Commonwealth Edison Company Retirement Plan for Directors
---------------------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Unicom Corporation, an Illinois corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
30,000 shares of Common Stock, without par value (the "New Common Stock"), of
the Company to be issued pursuant to the Unicom Corporation Retirement Plan for
Directors and the Commonwealth Edison Company Retirement Plan for Directors
(collectively, the "Plans").
We are familiar with the Articles of Incorporation and By-laws of the
Company currently in effect and the resolutions adopted to date by the Board of
Directors of the Company relating to the Plans and the Registration Statement.
We also have examined originals, or copies of originals certified or otherwise
identified to our satisfaction, of such records of the Company and other
corporate documents, have examined such questions of law and have satisfied
ourselves as to such matters of fact as we have considered relevant and
necessary as a basis for the opinions set forth herein. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Illinois.
2. Each share of the New Common Stock will be legally issued, fully
paid and non-assessable when (i) the Registration Statement shall have
become
SIDLEY & AUSTIN CHICAGO
Unicom Corporation
June 21, 2000
Page 2
effective under the Securities Act and (ii) a certificate representing such
share shall have been duly executed, countersigned and registered and duly
delivered to a participant in a Plan in satisfaction of that Plan's
obligations to such participant.
The opinions expressed in this opinion letter are limited to the laws
of the State of Illinois and the federal laws of the United States of America.
We do not find it necessary for purposes of the opinions expressed in
this opinion letter to cover, and accordingly we express no opinion as to, the
application of the "Blue Sky" or securities laws of the various states to the
issuance of the New Common Stock.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
