December 12, 2000
KeySpan Corporation
One MetroTech Center
Brooklyn, New York 11201
Re: Employee Discount Stock Purchase Plan
Ladies and Gentlemen:
As Senior Vice President and General Counsel of KeySpan Corporation,
a New York corporation (the "Company"), I am familiar with the Company's
Registration Statement on Form S-8, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of 750,000 shares of the Company's common
stock, $0.01 par value per share (the "Common Stock"), issuable pursuant to the
Employee Discount Stock Purchase Plan (the "Plan"). The Common Stock represents
authorized and unissued shares of the Company's common stock.
I have examined and am familiar with originals or copies, certified
or otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, I am of the opinion that:
(i) the Company has taken all necessary corporate action to
authorize the issuance of the Common Stock;
(ii) the shares of Common Stock to be issued pursuant to the Plan
are validly authorized and when issued and delivered in
accordance with the terms of the Plan, the shares of Common
Stock so issued will be validly issued, fully paid and
non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction
other than the Federal laws of the United States of America and, to the extent
required by the foregoing opinion, the Business Corporation Law of the State of
New York.
The foregoing opinion is delivered to you in connection with the
Registration Statement, as amended, and may not be relied upon by any other
person or for any other purpose.
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I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as amended.
I wish to call to your attention the fact that I am the beneficial
owner of or have the option to acquire approximately 277,500 shares of the
common stock of the Company.
Very truly yours,
/s/Steven L. Zelkowitz
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Steven L. Zelkowitz, Esq.
Senior Vice President and
General Counsel
