UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of The National Grid Group plc CERTIFICATE PURSUANT TO RULE 24
et al on Form U-1 (File No. 70-9473) UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, The National Grid Group plc, an England and
Wales corporation ("National Grid"), certifies that it has acquired New England
Electric System, a Massachusetts business trust ("NEES"), as proposed in the
application/declaration to the Commission on Form U-1 (File No. 70-9473) and
authorized by order of the Commission in Public Utility Holding Company Act
Release No. 27154, dated March 15, 2000. National Grid also certifies that the
acquisition has been carried out in accordance with the terms and conditions of
and for the purposes represented by the application/declaration and of the
Commission's order with respect thereto. Upon completion of the acquisition,
NEES changed its name to National Grid USA.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, National Grid has duly caused this Certificate to be signed on its behalf
by the undersigned hereunto duly authorized.
/s/ Jonathan M.G. Carlton
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Business Development Manager -- Regulation
The National Grid Group plc
Date: March 24, 2000
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EXHIBIT F-2
March 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The National Grid Group plc/New England Electric System Merger,
File No. 70-9473 (the "Application/Declaration")
Ladies and Gentlemen:
The National Grid Group plc ("National Grid"), the New England Electric
System ("NEES"), a registered holding company, and several subsidiary companies
of National Grid (collectively, the "Applicants") have applied to the Commission
for authority relating to the acquisition by National Grid of NEES and the
indirect acquisition of the common stock of NEES' public utility subsidiary
companies (the "Merger"). National Grid also requested that the Commission
approve (1) the acquisition of NEES' interest in the non-utility activities,
businesses and investments of NEES and the retention of National Grid's existing
non-utility activities, businesses and investments; (2) certain
acquisition-related financing matters, and (3) certain amendments to the NEES
standard form of service company agreement. An order was issued by the
Commission on March 15, 2000 approving the Merger (Holding Co. Act Release No.
27154). Upon consummation of the Merger, National Grid and the intermediate
companies in the NEES ownership chain registered as holding companies under the
Public Utility Holding Company Act of 1935 (the "Act").
As counsel for National Grid, we deliver this past-tense opinion to you for
filing as Exhibit F-2 to the Application-Declaration referenced above. In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such records and such other
documents, certificates and corporate or other records as we deemed necessary or
appropriate as a basis for the opinions expressed in this letter. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
copies. As to various questions of fact material to this opinion, we have, when
relevant facts were not independently established, relied upon statements
contained in the Application-Declaration.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
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o The Merger has been duly authorized and approved, to the extent
required by the governing corporate documents and applicable state
laws, by the trustees of NEES, the board of National Grid, and their
shareholders.
o All required approvals, authorizations, consents, certificates,
rulings and orders of, and all filings and registrations with, all
applicable federal and state commissions and regulatory authorities
with respect to the Merger have been obtained or made, as the case may
be, and have become final and unconditional in all respects and have
remained in effect (including the approval and authorization of the
Commission under the Act) and the Merger has been accomplished in
accordance with all such approvals, authorizations, consents,
certificates, orders, filings and registrations.
o The Commission has duly entered an appropriate order with respect to
the Merger as described in the Application granting and permitting the
Application to become effective under the Act and the rules and
regulations thereunder.
o The solicitation of proxies from the shareholders of NEES with respect
to the Merger was conducted in accordance with the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder.
o The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations
thereunder has expired.
o The appropriate corporate formalities as are required by the laws of
the State Massachusetts for the consummation of the Merger have been
taken; and such Merger has become effective in accordance with the
laws of the State of Massachusetts.
o The parties have obtained all consents, waivers and releases, if any,
required for the Merger under all applicable governing corporate
documents, contracts, agreements, debt instruments, indentures,
franchises, licenses and permits.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, we are of the opinion
that:
(a) all state and federal laws applicable to the Merger have been complied
with;
(b) each of the Applicants is duly formed or incorporated under the laws
of the jurisdiction in which it is domiciled;
(c) National Grid has legally acquired the shares of the common stock of
NEES, and;
(d) the consummation of the Merger did not violate the legal rights of the
holders of any securities issued by National Grid, or by any associate
company thereof.
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We are members of the Bar of the states of New York and Massachusetts and
we express no opinion as to the laws of any jurisdiction other than the laws of
the states of New York and Massachusetts and the federal laws of the United
States. In rendering the foregoing opinion, as to all matters governed by other
laws, we have relied, without independent inquiry, solely upon the opinions of
local counsel.
We hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
