Exhibit F-1
[HUBER LAWRENCE & ABELL LETTERHEAD]
July 17, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 070-09569
Ladies and Gentlemen:
We have acted as counsel for Energy East Corporation, a New York
corporation ("Energy East"), in connection with the proposed mergers (the
"Transactions") of (1) EE Merger Corp., a Maine corporation and a subsidiary of
Energy East, with and into CMP Group, Inc., a Maine corporation ("CMP Group"),
pursuant to the Agreement and Plan of Merger dated as of June 14, 1999 (the "CMP
Group Merger Agreement"); (2) CTG Resources, Inc., a Connecticut corporation
("CTG Resources"), with and into Oak Merger Co., a Connecticut corporation and a
subsidiary of Energy East, pursuant to the Agreement and Plan of Merger dated as
of June 29, 1999 (the "CTG Resources Merger Agreement"); and (3) Mountain Merger
LLC, a Massachusetts limited liability company and subsidiary of Energy East
with and into Berkshire Energy Resources, a Massachusetts business trust
("Berkshire Energy"), pursuant to the Agreement and Plan of Merger dated as of
November 9, 1999 (the "Berkshire Energy Merger Agreement"). This opinion is
being delivered at Energy East's request in connection with Energy East's Form
U-1 Application (the "Application") under the Public Utility Holding Company Act
of 1935 in connection with the Transactions.
As such counsel, we have examined the CMP Group Merger Agreement, the CTG
Resources Merger Agreement and the Berkshire Energy Merger Agreement, Energy
East's Registration Statement on Form S-4 (Registration No. 333-85333) filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, the Certificate of Incorporation and By-Laws of Energy East,
resolutions adopted by the Board of Directors of Energy East and certificates of
public officials. In addition, we have examined such other documents and
matters of law and made such inquiries as we have deemed necessary or
appropriate to enable us to render the opinions expressed below. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established by us, relied upon
the aforesaid instruments and documents.
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Securities and Exchange Commission
July 17, 2000
Page 2
Based upon and subject to the foregoing and further qualifications set
forth below, we are of the opinion that in the event the Transactions are
consummated as set forth in the initial paragraph above and in accordance with
the applicable merger agreements discussed above:
1. All state laws applicable to the Transactions will have been
complied with.
2. Energy East is a corporation duly incorporated and validly existing
under the laws of the State of New York, and the Energy East common
stock, $.01 par value (the "Shares"), issuable pursuant to the
merger of CTG Resources and Oak Merger Co., when issued as
contemplated by the CTG Resources Merger Agreement, will be validly
issued, fully paid and nonassessable, and the holders thereof will
be entitled to the rights and privileges appertaining thereto as set
forth in the Certificate of Incorporation of Energy East.
3. Energy East will legally acquire all of the outstanding common
shares of CMP Group, CTG Resources and Berkshire Energy.
4. The consummation of the Transactions will not violate the legal
rights of the holders of any securities issued by Energy East or
any associate company thereof.
The foregoing opinions are subject to the following qualifications:
(i) Except as set forth below, the law covered by the opinions
expressed herein is limited to the laws of the State of New York
and the federal securities laws of the United States of America.
(ii) With respect to matters governed by the laws of the State of
Maine, in rendering our opinion we have relied on the opinion of
Verrill & Dana, LLP of even date herewith.
(iii) With respect to matters governed by the laws of the State of
Connecticut, in rendering our opinion we have relied on the
opinions of Brody, Wilkinson and Ober, P.C. of even date herewith.
(iv) With respect to matters governed by the laws of the Commonwealth
of Massachusetts, in rendering our opinion we have relied on
the opinion of Brown, Rudnick, Freed & Gesmer of even date
herewith.
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Securities and Exchange Commission
July 17, 2000
Page 3
We hereby consent to the filing of this opinion as Exhibit F-1 to the
Application.
Very truly yours,
Huber Lawrence & Abell
<PAGE>
[VERRILL & DANA LETTERHEAD]
July 17, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 070-09569
Ladies and Gentlemen:
We have acted as Maine counsel for Energy East Corporation, a New York
corporation ("Energy East"), in connection with the proposed merger (the
"Transaction") of EE Merger Corp., a Maine corporation and a subsidiary of
Energy East, with and into CMP Group, Inc., a Maine corporation ("CMP Group"),
pursuant to the Agreement and Plan of Merger dated as of June 14, 1999 (the
"Merger Agreement"). This opinion is being delivered at Energy East's request
in connection with Energy East's Form U-1 Application (the "Application") under
the Public Utility Holding Company Act of 1935 in connection with the
Transaction.
In connection with this opinion, we have examined the Application and the
exhibits thereto and the Merger Agreement, and we have examined or caused to be
examined such other papers, documents and records, and have made such
examination of law and have satisfied ourselves as to such other matters, as we
have deemed relevant or necessary for the purpose of this opinion.
Based upon the foregoing, and in the event the proposed Transaction
contemplated by the Application is carried out in accordance therewith and with
the Merger Agreement, we are of the opinion that:
(1) Upon the approval of the articles of merger of EE Merger with and into
CMP Group by the Secretary of the State of Maine, all state laws applicable to
Energy East in connection with the proposed Transaction will have been complied
with; and
(2) As a result of the merger of CMP Group and Energy East's subsidiary EE
Merger Corp., Energy East will legally acquire all of the outstanding common
shares of CMP Group.
<PAGE>
Securities and Exchange Commission
July 17, 2000
Page 2
The opinions expressed herein are qualified in their entirety as follows:
(i) no opinions are expressed with respect to laws other than those of the State
of Maine, and (ii) the opinions with respect to the laws of the State of Maine
are limited to the approvals of the Transaction and the articles of merger
required to be obtained from the Maine Public Utilities Commission and the
Secretary of the State of Maine under the laws regulating utility companies in
such state.
We hereby consent to (i) the filing of this opinion as an exhibit to the
Application, and (ii) the reliance by Huber Lawrence & Abell on our opinion in
paragraph (2) above with respect to matters governed by the laws of the State of
Maine in rendering its opinion to be filed as an exhibit to the Application.
Very truly yours,
Verrill & Dana, LLP
<PAGE>
[BRODY, WILKINSON AND OBER LETTERHEAD]
July 17, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 070-09569
Ladies and Gentlemen:
We have acted as Connecticut counsel for Energy East Corporation, a New
York corporation ("Energy East"), in connection with the proposed merger (the
"Transaction") of EE Merger Corp., a Maine corporation and a wholly-owned
subsidiary of Energy East, with and into CMP Group, Inc., a Maine corporation
("CMP"), pursuant to the Agreement and Plan of Merger dated as of June 14, 1999
(the "Merger Agreement"). This opinion is being delivered at Energy East's
request in connection with Energy East's Form U-1 Application (the
"Application") under the Public Utility Holding Company Act of 1935 in
connection with the Transaction.
In connection with this opinion, we have examined the Application and the
exhibits thereto and the Merger Agreement, and we have examined or caused to be
examined such other papers, documents and records, and have made such
examination of law and have satisfied ourselves as to such other matters, as we
have deemed relevant or necessary for the purpose of this opinion.
Based upon the foregoing, and in the event the proposed Transaction
contemplated by the Application is carried out in accordance therewith and with
the Merger Agreement, we are of the opinion that:
(1) CMP, a Maine corporation, owns a partial interest in a Connecticut
power plant and as such, is designated a foreign electric company by the laws of
Connecticut;
(2) CMP is required to comply with the laws of the State of Connecticut
insofar as they apply to foreign electric companies; and
(3) CMP has complied with the laws of Connecticut pertaining to foreign
electric companies by obtaining Connecticut Department of Public Utility Control
("DPUC") approval.
<PAGE>
Securities and Exchange Commission
July 17, 2000
Page 2
The opinions expressed herein are qualified in their entirety as follows:
(i) no opinions are expressed with respect to laws other than those of the State
of Connecticut, and (ii) the opinions with respect to the laws of the State of
Connecticut are limited to the approvals of the Transaction required to be
obtained from the Connecticut DPUC under the laws regulating foreign electric
companies in such state.
We hereby consent to (i) the filing of this opinion as an exhibit to the
Application, and (ii) the reliance by Huber Lawrence & Abell on our opinion in
paragraphs (2) and (3) above with respect to matters governed by the laws of the
State of Connecticut in rendering its opinion to be filed as an exhibit to the
Application.
Very truly yours,
Brody, Wilkinson and Ober, P.C.
By: /s/ Thomas J. Walsh, Jr.
------------------------------
Thomas J. Walsh, Jr.
A principal
<PAGE>
[BRODY, WILKINSON AND OBER LETTERHEAD]
July 17, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 070-09569
Ladies and Gentlemen:
We have acted as Connecticut counsel for Energy East Corporation, a New
York corporation ("Energy East"), in connection with the proposed merger (the
"Transaction") of CTG Resources, Inc., a Connecticut corporation ("CTG
Resources"), with and into Oak Merger Co., a Connecticut corporation and a
wholly-owned subsidiary of Energy East ("Merger Co."), pursuant to the Agreement
and Plan of Merger dated as of June 29, 1999 (the "Merger Agreement"). This
opinion is being delivered at Energy East's request in connection with Energy
East's Form U-1 Application (the "Application") under the Public Utility Holding
Company Act of 1935 in connection with the Transaction.
In connection with this opinion, we have examined the Application and the
exhibits thereto and the Merger Agreement, and we have examined or caused to be
examined such other papers, documents and records, and have made such
examination of law and have satisfied ourselves as to such other matters, as we
have deemed relevant or necessary for the purpose of this opinion.
Based upon the foregoing, and in the event the proposed Transaction
contemplated by the Application is carried out in accordance therewith and with
the Merger Agreement, we are of the opinion that:
(1) Upon the approval of the certificate of merger of CTG Resources with
and into Oak Merger Co. by the Secretary of the State of Connecticut, all state
laws applicable to Energy East in connection with the proposed Transaction will
have been complied with; and
(2) As a result of the merger of CTG Resources and Energy East's
wholly-owned subsidiary Oak Merger Co., Energy East will legally acquire all of
the outstanding shares of common stock of CTG Resources.
<PAGE>
Securities and Exchange Commission
July 17, 2000
Page 2
The opinions expressed herein are qualified in their entirety as follows:
(i) no opinions are expressed with respect to laws other than those of the State
of Connecticut, and (ii) the opinions with respect to the laws of the State of
Connecticut are limited to the approvals of the Transaction and the certificate
of merger required to be obtained from the Connecticut Department of Public
Utility Control and the Secretary of the State of Connecticut under the laws
regulating gas companies in such state.
We hereby consent to (i) the filing of this opinion as an exhibit to the
Application, and (ii) the reliance by Huber Lawrence & Abell on our opinion in
paragraph (2) above with respect to matters governed by the laws of the State of
Connecticut in rendering its opinion to be filed as an exhibit to the
Application.
Very truly yours,
Brody, Wilkinson and Ober, P.C.
By: /s/ Thomas J. Walsh, Jr.
----------------------------
Thomas J. Walsh, Jr.
A principal
<PAGE>
[BROWN, RUDNICK, FREED & GESMER LETTERHEAD]
July 17, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 070-9569
Ladies and Gentlemen:
We have acted as special Massachusetts counsel for Energy East Corporation,
a New York corporation (the "Company"), in connection with certain matters
related to the proposed merger (the "Transaction") of Mountain Merger LLC, a
Massachusetts limited liability company and subsidiary of Energy East, with and
into Berkshire Energy Resources, a Massachusetts business trust ("Berkshire
Energy"), pursuant to that certain Agreement and Plan of Merger dated as of
November 9, 1999 (the "Merger Agreement"). This opinion is being delivered at
Energy East's request in connection with Energy East's Form U-1 Application (the
"Application") under the Public Utility Holding Company Act of 1935 in
connection with the Transaction.
We call your attention to the fact that we have been retained as special
local legal counsel to the Company for the purpose of the Transaction and have
not represented the Company generally in the past.
In connection with this Opinion Letter, we have examined the Merger
Agreement ("Agreement") and the documents listed on Schedule A attached hereto
(collectively, the "Documents").
We have, without independent investigation, relied upon the representations
and warranties of the various parties as to matters of objective fact contained
in the Documents.
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, the opinions hereafter expressed, whether or not
qualified by language such as "to our knowledge", are based solely upon (1) our
review of the Documents and (2) such review of published sources of law as we
have deemed necessary.
<PAGE>
Page 2
This firm, in rendering legal opinions, customarily makes certain
assumptions which are described in Schedule B hereto. In the course of our
representation of the Company in connection with this Transaction, nothing has
come to our attention which causes us to believe reliance upon any of those
assumptions is inappropriate, and, with your concurrence, the opinions hereafter
expressed are based upon those assumptions. For purposes of those assumptions,
the Enumerated Party referred to in Schedule B is the Company.
Our opinions hereafter expressed are limited to the laws of the
Commonwealth of Massachusetts. To the extent any Documents provide that they
are to be governed by the laws of any jurisdiction other than the Commonwealth
of Massachusetts, our opinions herein contained are being rendered, with your
concurrence, as if only the internal laws of the Commonwealth of Massachusetts
were applicable thereto, notwithstanding the governing law provisions of the
Documents to the contrary.
We note that various issues concerning the Transaction are addressed in the
opinions of Huber, Lawrence & Abell, Verrill & Dana, LLP, and Brody, Wilkinson
and Ober, P.C., separately provided to you.
We express no legal opinion upon any matter other than that explicitly
addressed in our opinion below, and our express opinion therein contained shall
not be interpreted to be implied opinions upon any other matter. Without
limiting the generality of the foregoing, we have assumed that no regulatory
approval in the Commonwealth of Massachusetts is required from the Department of
Telecommunications and Energy (or any other regulatory body) in order to
consummate the Transaction.
Based upon and subject to the foregoing, assuming the Transaction is
carried out in accordance with the Agreement, we are of the opinion that:
Upon (i) the acceptance by the Secretary of State of the Commonwealth of
Massachusetts of a Certificate of Merger with respect to the merger of Mountain
Merger, LLC with and into Berkshire Energy, which Certificate of Merger complies
as to form and substance with applicable laws of the Commonwealth of
Massachusetts, and (ii) compliance with Article 59 of Berkshire Energy's
Declaration of Trust dated February 17, 1998, the merger of Mountain Merger, LLC
with and into Berkshire Energy will be effective under the laws of the
Commonwealth of Massachusetts (unless a later time for effectiveness is
specified in such Certificate of Merger, in which case the Merger shall be
effective at such later time).
<PAGE>
Page 3
This opinion is rendered to you for your benefit in connection with the
Transaction and may not be delivered to, or relied upon by, any other party
without our prior written consent, except as provided below.
<PAGE>
Page 4
We hereby consent to (i) the filing of this opinion as an exhibit to the
Application, and (ii) the reliance by Huber Lawrence & Abell on our opinion in
paragraph (1) above with respect to matters governed by the laws of the
Commonwealth of Massachusetts in rendering its opinion to be filed as an exhibit
to the Application.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed
& Gesmer, P.C., a partner
By: /s/ John G. Nossiff, Jr.
----------------------------
John G. Nossiff, Jr.,
duly authorized
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Page 5
SCHEDULE A
LIST OF DOCUMENTS
-----------------
In connection with the Opinion Letter to which this Schedule A is attached,
we have reviewed the following Documents. However, except as otherwise
expressly indicated, we have not reviewed any other documents, instruments or
agreements referred to in or listed upon any of the following Documents.
(i) the Declaration of Trust of Berkshire Energy, as amended, certified
by Secretary of Berkshire Energy as presently being in effect;
(ii) a copy of the Operating Agreement of Mountain Merger, LLC, as
certified by the Secretary of such company as presently being in effect;
(iii) certificates dated as of July 18, 2000 and July 13, 2000 of the
Secretary of State of the Commonwealth of Massachusetts as to the good standing
of Mountain Merger, LLC and Berkshire Energy, respectively;
(iv) Certificate of Secretary of Mountain Merger, LLC as to certain
proceedings of the members and managers of Mountain Merger, LLC as to certain
matters;
(v) Certificate of Secretary of Berkshire Energy as to certain
proceedings of the Trustees and shareholders of Berkshire Energy; and
(vi) Certificate of the Secretary of Energy East Corporation as to
certain proceedings of the Directors of such corporation.
(vii) a conformed copy of the executed Agreement, excluding exhibits
and schedules thereto.
<PAGE>
Page 6
SCHEDULE B
BROWN, RUDNICK, FREED & GESMER
STANDARD ASSUMPTIONS
--------------------
In rendering legal opinions in third party transactions, Brown, Rudnick,
Freed & Gesmer makes certain customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient
legal capacity to enter into such Documents and perform the
Transaction.
2. Each of the Enumerated Parties holds requisite title and rights to
any property involved in the Transaction and purported to be
owned by it.
3. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all
signatures are genuine.
4. All official public records are accurate, complete and properly
indexed and filed.
5. There has not been any mutual mistake of fact or misunderstanding,
fraud, duress, or undue influence by or among any of the
parties to the Transaction.
6. The conduct of the parties to the Transaction has complied in the
past and will comply in the future with any requirement of good
faith, fair dealing and conscionability.
7. Each person other than the Enumerated Party has acted in good faith
and without notice of any defense against the enforcement of any
rights created by, or adverse claim to any property or security
interest transferred or created as part of, the Transaction.
8. There are no agreements or understandings among the parties to or
bound by the Transaction, and there is no usage of trade or
course of prior dealing among such parties, that would define,
modify, waive, or qualify the terms of any of the Documents.
9. The Enumerated Party will not in the future take any discretionary
action (including a decision not to act) permitted under the
Agreement that would result in a violation of law or constitute a
breach or default under that Document or court or administrative
orders, writs, judgments and decrees that name any Enumerated Party
and are specifically directed to it or its property.
<PAGE>
Page 7
10. The Enumerated Party will obtain all permits and governmental
approvals not required at the time of the closing of the Transaction
but which are subsequently required, and will take all actions
similarly required, relevant to subsequent consummation of the
Transaction or performance of the Agreement.
11. All parties to or bound by the Agreement will act in accordance
with, and will refrain from taking any action that is forbidden by,
the terms and conditions of the Agreement.
<PAGE>
