SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
IN THE MATTER OF
ENERGY EAST CORPORATION, ET AL.
File No. 70-9369
(Public Utility Holding Company
Act of 1935)
CERTIFICATE
OF NOTIFICATION
This Certificate of Notification is filed by Energy East
Corporation ("EEC") in connection with the transactions proposed in
the Application on Form U-1, as amended, in File No. 70-9369 (the
"Application"), in the above proceeding filed by EEC and authorized
by the order ("Order") of the Securities and Exchange Commission
("Commission") dated February 12, 1999 (Release No. 35-26976). EEC
hereby notifies the Commission that:
i. The transactions described in the Application have been
carried out in accordance with the terms and conditions of, and
for the purposes requested in, the Application, and in
accordance with the terms and conditions of the Order.
ii. That through Energy East Enterprises, Inc., a wholly-owned
subsidiary, EEC has acquired at least 50% of the membership
interests in CMP Natural Gas, L.L.C., a Maine limited liability
company which will become a gas utility company within the
meaning of Section 2(a)(4) of the Public Utility Holding Company
Act of 1935.
iii. Filed herewith as Exhibit F-2 is the past-tense opinion
of counsel for EEC and Energy East Enterprises, Inc.
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, the undersigned companies
have duly caused this document to be signed on their behalf by the
undersigned thereunto duly authorized.
ENERGY EAST CORPORATION
By:Kenneth M. Jasinski
Kenneth M. Jasinski, Esq.
Senior Vice President and
General Counsel
ENERGY EAST ENTERPRISES, INC.
By:Kenneth M. Jasinski
Kenneth M. Jasinski, Esq.
Treasurer and Chief Financial Officer
Dated: March 31, 1999
<PAGE>
Exhibit F-2
March 31, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as counsel for Energy East Corporation and its
wholly-owned subsidiary, Energy East Enterprises, Inc. (the
"Applicants") in connection with their Application on Form U-1, as
amended (File No. 70-9369) (the "Application"), filed with the
Securities and Exchange Commission (the "Commission") under the
Public Utility Holding Company Act of 1935, as amended. Pursuant
to the Applicants request for approval of the Application, the
Commission has issued an order authorizing the acquisition by the
Applicants of at least 50% of the membership interests in CMP
Natural Gas, L.L.C., a Maine limited liability company, which will
be a natural gas utility company operating in the State of Maine.
As counsel to the Applicants, we are generally familiar with
their corporate proceedings and have examined the Application, the
Joint Venture Agreement dated as of November 13, 1997, as amended,
between Energy East Enterprises, Inc. and New England Gas
Development Corporation, a wholly-owned subsidiary of CMP Group,
Inc., and such other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth. In
addition, we have made such other and further investigations as we
have deemed relevant and necessary as a basis for the opinion
hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such
latter documents.
With respect to all matters of law of the State of Maine,
insofar as they relate to this opinion, we have relied upon an
opinion of even date herewith of Anne M. Pare, Esq., Treasurer,
Corporate Counsel and Secretary of CMP Group, Inc., a copy of which
is attached hereto.
Based on the foregoing and upon such further examination of
corporate records and documents and matters of law as we have
considered necessary or desirable for the purposes of this opinion,
it is our opinion that:
(a) Energy East Corporation is validly organized and duly
existing under the laws of the State of New York;
(b) CMP Natural Gas, L.L.C. is validly organized and duly
existing under the laws of the State of Maine;
(c) (i) All state laws applicable to the transactions
contemplated in the Application have been complied with; (ii)
the Applicants have legally acquired the membership interests
in CMP Natural Gas, L.L.C.; and (iii) the consummation of the
transactions in the Application does not violate the legal
rights of the holders of any securities issued by the
Applicants or any associate company thereof.
The opinion expressed herein is limited to the laws of the
State of New York and to applicable United States federal law and
we express no opinion as to the laws of any other jurisdiction,
except as to the State of Maine for which we are relying on the
opinion of Anne M. Pare, Esq. referred to herein and attached
hereto.
We hereby consent to the filing of this opinion as Exhibit F-2
to the Application.
Very truly yours,
Huber Lawrence & Abell
<PAGE>
March 31, 1999
Huber Lawrence & Abell
605 Third Avenue
New York, New York 10158
Ladies and Gentlemen:
I am Treasurer, Corporate Counsel and Secretary of CMP Group,
Inc., and am an attorney licensed to practice law in the State of
Maine. This opinion is rendered in connection with the
applications on Form U-1 of CMP Group, Inc. and New England Gas
Development Corporation, as amended (File No. 70-9367), and of
Energy East Corporation and Energy East Enterprises, Inc., as
amended (File No. 70-9369), (collectively, the "Applications"),
filed with the Securities and Exchange Commission (the
"Commission") under the Public Utility Holding Company Act of 1935,
as amended, in connection with the acquisition of membership
interests in CMP Natural Gas, L.L.C. (the "Transaction") pursuant
to a Joint Venture Agreement dated November 13, 1997, as amended
(the "Joint Venture Agreement").
For purposes of this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of
(i) the Joint Venture Agreement, (ii) the Articles of Incorporation
of CMP Group, Inc., as amended and as in effect on the date hereof,
(iii) the Articles of Organization of CMP Natural Gas, L.L.C. as in
effect on the date hereof, and (iv) such other documents,
certificates and records as I have deemed necessary or appropriate.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted as originals, the conformity to original
documents of all documents submitted as certified or photostatic
copies, and the authenticity of the originals of such latter
documents.
Based on the foregoing, it is my opinion that:
(a) CMP Group, Inc. and CMP Natural Gas, L.L.C. are validly
organized and duly existing under the laws of the State
of Maine; and
(b) (i) All laws of the State of Maine applicable to the
Transaction have been complied with; (ii) CMP Group, Inc.
and New England Gas Development Corporation have legally
acquired the membership interests in CMP Natural Gas,
L.L.C.; and (iii) the consummation of the Transaction
does not violate the legal rights of the holders of any
securities issued by CMP Group, Inc. or New England Gas
Development Corporation or any associate company thereof.
The opinion expressed herein is subject to the condition that
the Transaction has been effected in accordance with all required
approvals, authorizations, consents, certificates and orders of any
state or federal commission or regulatory authority with
jurisdiction over the Transaction and that such required approvals,
authorizations, consents, certificates and orders have been
obtained and remain in full force and effect.
The opinion expressed herein is limited to the laws of the
State of Maine. I understand you are delivering opinions of
approximately even date herewith to the Commission. I hereby
consent to the filing of this opinion as an attachment to your
opinions filed as Exhibit F-2 to the respective Applications. I
hereby consent to reliance on this opinion with respect to Maine
law by Huber Lawrence & Abell.
Very truly yours,
Anne M. Pare
