SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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In the Matter of :
BLACKSTONE VALLEY ELECTRIC COMPANY : Certificate of Notification
LINCOLN, Rhode Island : Pursuant to Rule 24
(70-8633) :
(Public Utility Holding Company Act of 1935):
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Blackstone Valley Electric Company ("Blackstone"), a subsidiary of
Eastern Utilities Associates ("EUA"), a registered holding company,
hereby certifies pursuant to Rule 24 that the transactions described in
the declaration on Form U-1 dated May 10, 1995, as amended, have been
carried out in accordance with the terms and conditions of and for the
purpose represented by the declaration, as amended, and the Order of the
Commission with respect thereto issued on June 28, 1995. Accompanying this
Certificate of Notification, as Exhibit A, is the Transcript from Minutes
of Special Meeting of the Preferred Stockholders Held on July 6, 1995, and
as Exhibit F-1 is a Past Tense Opinion of Counsel dated July 14, 1995.
BLACKSTONE VALLEY ELECTRIC CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
July 14, 1995
EXHIBIT A
BLACKSTONE VALLEY ELECTRIC COMPANY
Transcript from Minutes of Special Meeting of
the Preferred Stockholders Held on
July 6, 1995
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"VOTED - that the Preferred Stockholders of this Corporation
hereby authorize and consent to the issuance or assumption by this
Corporation, for an additional five-year period pursuant to the Order
of the Securities and Exchange Commission making effective the
declaration filed with said Commission with respect to such
authorization and consent, of unsecured notes, debentures, or other
securities representing unsecured indebtedness in excess of the amount
permitted by one of the existing limitations on such issuance or
assumption, as more fully described in the Proxy Statement mailed to
all Preferred Stockholders on June 6, 1995, a copy of which is marked
Exhibit A and made a part of the minutes of this meeting."
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
I, the undersigned, hereby certify that I am Secretary of
Blackstone Valley Electric Company, a Rhode Island Corporation; that
the foregoing is a true, correct and complete copy of a certain vote
duly adopted by the Preferred Stockholders of said Corporation at a
Special Meeting of the Preferred Stockholders duly convened and held
on July 6, 1995, at which meeting a quorum for the transaction of
business was present and acting throughout.
I further certify that said vote is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed
the corporate seal of said Corporation this 14th day of July, 1995.
/s/ Clifford J. Hebert, Jr.
Secretary
Blackstone Valley Electric Company
EXHIBIT F-1
July 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: File No. 70-8633 -- Blackstone Valley Electric Company
Declaration with Respect to Special Meeting of Holders
of Preferred Stock and Solicitation of Proxies in
Connection Therewith -- Past-Tense Opinion
Ladies and Gentlemen:
As counsel for Blackstone Valley Electric Company (the
"Company"), a registered public utility company under the Public
Utility Holding Company Act of 1935 (the "Act"), we are
furnishing this opinion to be filed by the Company at the time of
filing of its certificate of notification pursuant to Rule 24
concerning (i) its holding of a special meeting of the Company's
preferred stockholders (the "Special Meeting") to act upon a
proposal to extend, for an additional five (5) year period, the
authorization first adopted on October 8, 1985, by the preferred
stockholders, and subsequently extended on September 27, 1990, to
permit the Company to issue or assume unsecured indebtedness
having maturities of less than ten (10) years in excess of the
10% limitation thereon contained in a vote of the Company's
stockholders on November 19, 1956, and (ii) its solicitation of
proxies from the Company's preferred stockholders in connection
therewith (the "Transactions"), all as more fully described in
the Application-Declaration on Form U-1 dated May 10, 1995 and
filed under the Act on behalf of the Company with the Securities
and Exchange Commission (the "Commission"), File No. 70-8633, as
amended (the "Application-Declaration"). The Commission issued
an Order on June 28, 1995 authorizing the Transactions (Release
No. 35-26320). The Special Meeting was held on July 6, 1995.
This opinion is the past-tense opinion required by the
instructions as to exhibits for Form U-1. It is our opinion,
subject to the assumptions hereinafter stated, that in
conjunction with the consummation of the Transactions in
accordance with the Application-Declaration:
All state laws applicable to the Transactions have
been complied with by the Company.
The Company is a validly organized and duly existing
corporation under the laws of the State of Rhode Island.
(c) No securities or assets are to be acquired pursuant to
the authority requested in the Application-Declaration.
(d) The consummation of the Transactions does not violate
the legal rights of the holders of any of the securities issued
by the Company or any of its associate companies, Eastern
Utilities Associates ("EUA"), Eastern Edison Company ("Eastern
Edison"), Newport Electric Corporation ("Newport"), Montaup
Electric Company ("Montaup"), EUA Cogenex Corporation
("Cogenex"), EUA Cogenex-Canada Inc. ("Cogenex-Canada"), EUA
Service Corporation ("EUA Service"), EUA Energy Investment
Corporation ("EEIC"), Eastern Unicord Corporation ("Unicord"),
EUA Ocean State Corporation ("EUA Ocean State"), Ocean State
Power ("OSP I"), Ocean State Power II ("OSP II"), OSP Finance
Company ("OSP Finance"), EUA TransCapacity, Inc.
("TransCapacity"), TransCapacity Limited Partnership ("TCLP"),
Northeast Energy Management, Inc. ("NEM"), EUA Citizens
Conservation Services, Inc. ("CCS") and EUA Highland Corporation
("Highland").
This opinion is also subject to the following additional
assumptions:
compliance with such orders as the Commission may issue
from time to time upon the Application-Declaration; and
the accuracy of information furnished to us as to the
outstanding securities of the Company's associate companies, EUA,
Eastern Edison, Newport, Montaup, Cogenex, Cogenex-Canada, EUA
Service, EEIC, Unicord, EUA Ocean State, OSP I, OSP II, OSP
Finance, TransCapacity, TCLP, NEM, CCS and Highland.
This opinion relates only to federal law and the laws of The
Commonwealth of Massachusetts, and we assume the substantial
similarity of all laws, statutes, regulations, rules and
ordinances of any other state, applicable to the Company or the
Proposed Transactions, to the laws, statutes, regulations, rules
and ordinances of The Commonwealth of Massachusetts.
We consent to the use of this opinion in connection with the
Rule 24 Certificate filed with the Commission.
Very truly yours,
MCDERMOTT, WILL & EMERY
