UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of NSTAR on Form U-1) CERTIFICATE PURSUANT TO
(File No. 70-9495) ) RULE 24 UNDER THE PUBLIC
) UTILITY HOLDING COMPANY
) ACT OF 1935
)
)
)
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), NSTAR, a Massachusetts business
trust, certifies that the acquisition by NSTAR of all of the issued and
outstanding voting securities of (i) BEC Energy, a Massachusetts business trust
and a public utility holding company exempt from all provisions of the Act
(other than Section 9(a)(2)) under Section 3(a)(1) by order of the Securities
and Exchange Commission (the "Commission"), and through such acquisition, BEC
Energy's wholly owned subsidiaries, including Boston Edison Company and Harbor
Electric Company, both Massachusetts corporations and electric utility companies
(as defined in the Act) operating as such in the Commonwealth of Massachusetts
and (ii) Commonwealth Energy System ("COM Energy"), a Massachusetts business
trust and a public utility holding company exempt from all provisions of the Act
(other than Section 9(a)(2)) under Section 3(a)(1) pursuant to Rule 2 under the
Act, and through such acquisition, COM Energy's wholly owned subsidiaries
including Cambridge Electric Light Company, Canal Electric Company, Commonwealth
Electric Company and Medical Area Total Energy Plant, Inc., each Massachusetts
corporations and electric utility
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companies (as defined in the Act) operating as such in the Commonwealth of
Massachusetts, and Commonwealth Gas Company, a Massachusetts corporation that
operates as a gas utility company (as defined in the Act) in the Commonwealth of
Massachusetts, as proposed in the Application to the Commission on Form U-1
(File No. 70-9495) of NSTAR and authorized by order of the Commission in Public
Utility Holding Company Act Release No. 27067, dated August 24, 1999, has been
carried out in accordance with the terms and conditions of and for the purposes
represented by the Application and of the Commission's order with respect
thereto.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, NSTAR has duly caused this Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.
NSTAR
By: /s/ Douglas S. Horan
Name: Douglas S. Horan
Title: Senior Vice President -
Strategy, Law and Policy
Dated: August 27, 1999
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EXHIBIT F-2
ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
August 27, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are counsel to NSTAR, a Massachusetts voluntary association organized
under Chapter 182 of the Massachusetts General Laws ("NSTAR"). We have examined
NSTAR's Application on Form U-1 (File No. 70-9495) filed on May 7, 1999 with the
Securities and Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act") (the "Application"),
requesting an order of the Commission under the Act (i) approving the
acquisition by NSTAR of all of the outstanding and reserved common shares of
each of BEC Energy ("BEC"), a Massachusetts voluntary association organized
under Chapter 182 of the Massachusetts General Laws (the "BEC Shares") and
Commonwealth Energy System ("COM/Energy"), a Massachusetts voluntary association
organized under Chapter 182 of the Massachusetts General Laws (the "COM/Energy
Shares") and (ii) granting NSTAR, and each of its subsidiary companies, upon
consummation of such acquisition, an exemption under Section 3(a)(1) of the Act
from all provisions of the Act except Section 9(a)(2). The acquisition was
effected by means of an Amended and Restated Agreement and Plan of Merger, dated
as of December 5, 1998 amended and restated as of May 4, 1999 (the "Plan"),
between NSTAR, BEC, COM/Energy, and BEC Acquisition LLC and CES Acquisition LLC
(together the "Acquisition Subs"), a copy of which is included as an exhibit to
the Application.
Based upon our examination of the Application and such other instruments,
documents and matters of law as we have deemed requisite, we are of the opinion
that:
1. NSTAR has been duly organized and is validly existing under the laws of
The Commonwealth of Massachusetts, with full power and authority to own its
properties and conduct its business as described in the Application. To the best
of our knowledge, NSTAR is
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not qualified as a foreign corporation in any jurisdiction other than
Massachusetts and the nature of its operations are such that it is not required
to be so qualified.
2. (i) All laws of The Commonwealth of Massachusetts applicable to the
Merger have been complied with, (ii) the NSTAR common shares, $1.00 par value
(the Shares") issuable pursuant to the Merger as contemplated by the Plan, have
been legally issued, fully paid and nonassessable, and the holders thereof are
entitled to the rights appertaining thereto set forth in the Declaration of
Trust of NSTAR, (iii) NSTAR legally acquired the BEC Shares and the COM/Energy
Shares; and (iv) the consummation of the transactions proposed in said
Application did not violate the legal rights of the holders of any securities
issued by NSTAR or any associate company thereof.
3. NSTAR is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of NSTAR. However,
NSTAR's Declaration of Trust disclaims shareholder liability for acts or
obligations of NSTAR and requires that notice of such disclaimer be given in
each agreement, obligation and instrument entered into or executed by NSTAR or
its Trustees. The Declaration of Trust provides for indemnification out of the
property of NSTAR for all loss and expense of any shareholder held personally
liable solely by his reason of being or having been a shareholder of NSTAR.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which NSTAR itself would be
unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
