SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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IN THE MATTER OF CERTIFICATE
CMP GROUP, INC., ET AL. OF NOTIFICATION
File No. 70-9367
(Public Utility Holding Company
Act of 1935)
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This Certificate of Notification is filed by CMP Group, Inc. in
connection with the transactions proposed in the Application on Form U-1, as
amended, in File No. 70-9367 (the "Application"), in the above proceeding and
authorized by the order ("Order") of the Securities and Exchange Commission
("Commission") dated February 12, 1999 (Release No.
35-26977). CMP Group, Inc. 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 New England Gas Development Corporation, a
wholly-owned subsidiary, CMP Group, Inc. has acquired up to 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 CMP Group, Inc. and New England Gas Development
Corporation.
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.
CMP GROUP, INC.
By:/s/ Anne M. Pare
Anne M. Pare
Treasurer, Corporate Counsel and Secretary
NEW ENGLAND GAS DEVELOPMENT CORPORATION
By:/s/ Arthur W. Adelberg
Arthur W. Adelberg
President
Dated: March 31, 1999
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 CMP Group, Inc. and its wholly-owned
subsidiary, New England Gas Development Corporation (the "Applicants") in
connection with their Application on Form U-1, as amended (File No. 70-9367)
(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
up to 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 New England Gas
Development Corporation and Energy East Enterprises, Inc., a wholly-owned
subsidiary of Energy East Corporation, 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) CMP Group, Inc. and CMP Natural Gas, L.L.C. are validly organized
and duly existing under the laws of the State of Maine;
(b) (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
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
