Exhibit F-2
[KeySpan Letterhead]
November 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is furnished in connection with the filing of the
Application/Declaration on Form U-1, as amended, (File No. 70-9641) (the "Merger
Application") with the Securities and Exchange Commission (the "Commission")by
KeySpan Corporation ("KeySpan") and ACJ Acquisition LLC ("ACJ"), a direct
wholly-owned subsidiary of KeySpan, under the Public Utility Holding Company Act
of 1935, as amended (the "Act"). The Merger Application requests the
Commission's authorization and approval of the acquisition by KeySpan
Corporation ("KeySpan") and ACJ of the issued and outstanding common stock of
Eastern Enterprises ("Eastern"), pursuant to which Eastern will become a direct,
wholly-owned subsidiary of KeySpan (the "Transaction"). Upon consummation of the
Transaction, will register as a holding company pursuant to Section 5 of the
Act. Accordingly, KeySpan also requests Commission approval for the retention by
KeySpan of the existing businesses, investments and nonutility activities of
KeySpan and Eastern. Additionally, Eastern has filed an application/declaration
with the Commission requesting the Commission's authorization to acquire all of
the issued and outstanding common stock of EnergyNorth, Inc. ("EnergyNorth")
(hereafter referred to as the "ENI Transaction"). (See File No. 70-9605)
Currently, both Eastern and EnergyNorth are exempt holding companies pursuant to
Section 3(a)(1) of the Act. If the Commission approves the ENI Transaction, upon
consummation of such transaction, EnergyNorth will become a direct subsidiary of
Eastern, and, therefore, an indirect subsidiary of KeySpan. The Commission
separately approved the Transaction and ENI Transaction by orders dated November
7, 2000, in Release No. 70-27271 and Release No. 35-27265, respectively. On
November 8, 2000, the Transaction closed and KeySpan filed its Notification of
Registration on Form U5A (File No. 001-14161) with the Commission.
I am general counsel to KeySpan and have acted as counsel to KeySpan
in connection with the filing of the Merger Application
In connection with this opinion, either I or attorneys under my
supervision in whom I have confidence have examined originals or copies,
certified or otherwise identified to my satisfaction, of such records and such
other documents, certificates and corporate or other records as I have deemed
necessary or appropriate as a basis for the opinions
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Exhibit F-2
expressed in this letter. In my examination, I have assumed the genuineness of
all signatures, the legal capacity of all persons, the authenticity of all
documents submitted to me as original and the conformity to the original
documents of all documents submitted to me as copies. As to any facts material
to my opinion, I have, when relevant facts were not independently established,
relied upon the statements contained in the Merger Application.
The opinions expressed below with respect to the Transaction described
in the Merger Application are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
A. The Transaction has been duly authorized and approved, to
the extent required by the governing corporate documents and
applicable state laws, by the Board of Directors of KeySpan,
Eastern, EnergyNorth or of the appropriate Subsidiary, as
the case may be.
B. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change
the opinions expressed below.
C. 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
Transaction have been obtained or made, as the case may be,
and have become final and unconditional in all respects and
shall remain in effect (including the approval and
authorization of the Commission under the Act) and the
Transaction has been accomplished in accordance with all
such approvals, authorizations, consents, certificates,
orders, filings and registrations.
D. The Commission has duly entered an appropriate order with
respect to (i) the Transaction as described in the Merger
Application granting and permitting the Merger Application
to become effective under the Act and the rules and
regulations thereunder and (ii) the ENI Transaction.
E. The solicitation of proxies from the shareholders of Eastern
and ENI with respect to the Transaction was conducted in
accordance with the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
F. The applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the
rules and regulations thereunder has expired.
G. Appropriate corporate actions have been taken by both the
issuer and acquirer of the securities contemplated by the
Merger Application and the documents transferring the
securities have been duly authorized, executed and delivered
with all appropriate transfer or other taxes paid.
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Exhibit F-2
H. The parties have obtained all material consents, waivers and
releases, if any, required for the Transaction under all
applicable governing corporate documents, contracts,
agreements, debt instruments, indentures, franchises,
licenses and permits.
Based on the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that, the Transaction was consummated in accordance with the Merger Application:
1. All state and federal laws applicable to the
proposed Transaction have been complied with;
2. KeySpan is a corporation validly organized, duly
existing and in good standing in the State of New
York. Eastern is a Massachusetts business trust
validly organized, duly existing in good standing
in the State of Massachusetts;
3. The shares of common stock of Eastern acquired by
KeySpan in the Transaction were validly issued,
fully paid and nonassessable, and KeySpan, as
holder thereof, is entitled to the rights and
privileges appertaining thereto set forth in the
Declaration of Trust of Eastern.
4. KeySpan legally acquired the shares of common
stock of Eastern.
5. The consummation of the Transaction did not
violate the legal rights of the holders of any
securities issued by KeySpan.
I am a member of the State Bar of New York and do not purport to be an
expert on, nor do I opine as to, the laws of any jurisdiction other than the
State of New York and the federal laws of the United States of America. I hereby
consent to the use of this opinion as an exhibit to the Merger Application.
Very truly yours,
/s/ Steven L. Zelkowitz
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