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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of BEC Energy/Boston Edison Company
File No. 70-9057
(Public Utility Holding Company Act of 1935)
BEC Energy hereby certifies that:
1. On May 20, 1998, BEC Energy (formerly, Boston Edison Holdco), a
Massachusetts business trust ("BEC Energy"), Boston Edison Company, a
Massachusetts utility corporation ("Boston Edison"), and Boston Edison Mergeco
Electric Company, Inc., a Massachusetts utility corporation ("Mergeco"),
pursuant to the terms and conditions of an Amended and Restated Agreement and
Plan of Merger dated as of March 25, 1997 by and among such entities, filed
Articles of Merger with the Secretary of The Commonwealth of Massachusetts
pursuant to which the following transactions became effective on May 20, 1998:
a. Each issued and outstanding share of common stock of Boston
Edison was converted into one common share of BEC Energy;
b. Each issued and outstanding share of common stock of Mergeco
was converted into one share of common stock of Boston Edison;
c. Each issued and outstanding share of common stock of BEC
Energy issued and outstanding prior to May 20, 1998 was canceled and
retired;
d. Mergeco was merged with and into Boston Edison; and
e. Pursuant to applicable Massachusetts law, the separate
existence of Mergeco ceased with Boston Edison being the surviving entity
of the merged corporations.
2. The above-described transactions have been carried out in
accordance with the terms and conditions of, and for the purposes represented
in, the Application on Form U-1, as amended, of BEC Energy/Boston Edison Company
in File No. 70-9057 (the "Application"), and in accordance with the terms and
conditions of the Commission's Order, dated May 15, 1998, with respect thereto.
The following Exhibit is filed herewith:
Exhibit A - "Past Tense" opinion of counsel (also to be
considered Exhibit F-2 to the Application).
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
BEC ENERGY
Date: May 28, 1998 By: /s/ James J. Judge
James J. Judge, Senior Vice
President and Treasurer
(Principal Financial Officer)
BOSTON EDISON COMPANY
Date: May 28, 1998 By: /s/ James J. Judge
James J. Judge, Senior Vice
President and Treasurer
(Principal Financial Officer)
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EXHIBIT F-2
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
May 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are counsel to BEC Energy ("Holding Company"), and its subsidiary Boston
Edison Company ("Boston Edison") and its subsidiary. We have examined Holding
Company's Application on Form U-1 (File No. 70-9057) filed on June 23, 1997 with
the Securities and Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), as amended by
Amendments Nos. 1 and 2 thereto (the "Application"), and the order of the
Commission dated May 15, 1998 under the Act (i) approving the acquisition by
Holding Company of all of the 49,944,397 outstanding and reserved shares of
Common Stock, $1.00 par value, of Boston Edison (the "Boston Edison Shares") in
connection with the proposed exchange of 49,944,397 Common Shares of Holding
Company, $1.00 par value (the "Shares") for the Boston Edison Shares pursuant to
a merger (the "Exchange") and (ii) granting Holding Company an exemption under
Section 3(a)(1) of the Act from all provisions of the Act except Section
9(a)(2), and granting Boston Edison, and each of its subsidiary companies, an
exemption under Section 3(a)(2) of the Act from all provisions of the Act except
Section 9(a)(2) upon consummation of such Exchange and reorganization. The
Exchange was effected by means of an Agreement and Plan of Merger, dated as of
March 25, 1997 (the "Plan"), between Boston Edison and Holding Company, a copy
of which is included as an exhibit to the Application.
Based upon our examination of the Application and such other instruments,
documents and matters of law as we have deemed requisite, we are of the opinion
that:
1. Holding Company and Boston Edison have each been duly organized and are
validly existing under the laws of The Commonwealth of Massachusetts, with full
power and authority
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to own its properties and conduct its business as described in the Application.
Boston Edison is qualified to do business as a foreign corporation in the state
of Maine. To the best of our knowledge, neither Holding Company nor Boston
Edison is qualified as a foreign corporation in any other jurisdiction and the
natures of their respective operations are such that they are not required to be
so qualified.
2. (i) All laws of The Commonwealth of Massachusetts applicable to the
Exchange were complied with, (ii) the Shares are legally issued, fully paid and
nonassessable, and the holders thereof are entitled to the rights appertaining
thereto set forth in the Amended and Restated Declaration of Trust of Holding
Company, (iii) Holding Company legally acquired the Boston Edison Shares; and
(iv) the consummation of the transactions proposed in said Application did not
violate the legal rights of the holders of any securities issued by Boston
Edison or any associate company thereof.
3. Holding Company is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
Holding Company. However, Holding Company's Amended and Restated Declaration of
Trust disclaims shareholder liability for acts or obligations of Holding Company
and requires that notice of such disclaimer be given in each agreement,
obligation and instrument entered into or executed by Holding Company or its
Trustees. The Amended and Restated Declaration of Trust provides for
indemnification out of the property of Holding Company for all loss and expense
of any shareholder held personally liable solely by his reason of being or
having been a shareholder of Holding Company. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which Holding Company itself would be unable to meet its
obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
