SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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In the Matter of :
:
EASTERN EDISON COMPANY :
Brockton, Massachusetts :
MONTAUP ELECTRIC COMPANY :
Boston, Massachusetts :
BLACKSTONE VALLEY ELECTRIC COMPANY : Certificate of Notification
Lincoln, Rhode Island : Pursuant to Rule 24
NEWPORT ELECTRIC CORPORATION :
Middletown, Rhode Island :
EUA Service Corporation :
Boston, Massachusetts :
:
(70-7908) :
:
(Public Utility Holding Company Act of 1935):
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Eastern Edison Company, Montaup Electric Company, Blackstone Valley
Electric Company, Newport Electric Corporation and EUA Service
Corporation, subsidiaries of Eastern Utilities Associates,
a registered holding company, in accordance with the Order of the
Securities and Exchange Commission entered in the above matter
on November 7, 1991, hereby certify pursuant to Rule 24 that the
transactions reported in the Certificates of Notification pursuant
to Rule 24 dated April 23, 1992, July 30, 1992, October 8, 1992,
January 14, 1993, April 26, 1993, July 28, 1993, November 9, 1993
and January 4, 1994, constitute all of the steps in the consummation
of a series of transactions during the period ending December 31, 1991,
in accordance with the terms and conditions of, and for the purposes
represented by, the joint application dated September 18, 1991,
as amended by Amendment No. 1 thereto dated November 1, 1991,
Amendment No. 2 thereto dated November 6, 1991, as filed in said matter,
and said Order with respect thereto.
Item 6. Exhibits and Financial Statements
F-3 - Opinion of McDermott, Will & Emery
F-4 - Opinion of Tillinghast, Collins & Graham
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
NEWPORT ELECTRIC CORPORATION
EUA SERVICE CORPORATION
By
Clifford J. Hebert, Jr.
Treasurer
EXHIBIT F-3
January 10, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: File No. 70-7908
Eastern Utilities Associates et al.;
Application-Declaration With Respect to
Issue and Sale of Notes to Banks
Past Tense Opinion
Ladies and Gentlemen:
As counsel for Eastern Utilities Associates ("EUA"), Eastern Edison
Company ("Eastern Edison"), Montaup Electric Company ("Montaup") and EUA
Service Corporation ("EUA Service") we are furnishing this opinion to be
filed by EUA, Eastern Edison, Montaup and EUA Service with the Certificate
of Notification pursuant to Rule 24 under the Public Utility Holding
Company Act of 1935 (the "Act") concerning the issuance and sale of short-
term notes to banks (the "Notes") through the period ending December 31,
1993. The Notes were in aggregate amounts outstanding at any one time not
exceeding $35 million in the case of Eastern Edison, $25 million in the
case of Montaup, and $10 million in the case of EUA Service (referred to
together hereinafter as the "Transactions") all as more fully described in
the Application-Declaration, as amended, filed by EUA, Eastern Edison,
Montaup, EUA Service and their associate companies, Blackstone Valley
Electric Company ("Blackstone") and Newport Electric Corporation
("Newport") with the Securities and Exchange Commission (the "SEC") on
September 18, 1991, File No. 70-7908.
This opinion is the "past tense" opinion required by the instructions
as to exhibits for Form U-1 and corresponds with our opinion dated
October 31, 1991 previously filed as Exhibit F-1 to the Application-
Declaration.
It is our opinion, subject to the additional assumptions, exceptions
and qualifications hereinafter stated, that in conjunction with the
consummation of the Transactions;
(a) All State laws applicable to the Transactions have been
complied with by Eastern Edison, Montaup and EUA Service.
(b) Eastern Edison, Montaup and EUA Service, the issuers of the
Notes, are all validly organized and duly existing corporations
organized under the laws of The Commonwealth of Massachusetts and the
Notes issued by Eastern Edison, Montaup and EUA Service were valid and
binding obligations of Eastern Edison, Montaup or EUA Service, as the
case may be, in accordance with their terms.
(c) The consummation of the Transactions did not violate the
legal rights of the holders of any of the securities of Eastern
Edison, Montaup or EUA Service or of EUA, EUA Energy Investment
Corporation ("EUA Energy"), OSP Finance Company ("OSP"), and EUA
Cogenex Corporation ("EUA Cogenex"), associate companies of Eastern
Edison, Montaup and EUA Service.
This opinion is also subject to the following additional assumptions,
exceptions and qualifications:
(1) the accuracy of information furnished to us (a) as to the
outstanding securities of Eastern Edison, Montaup and EUA Service or
of EUA, EUA Cogenex, OSP and EUA Energy and (b) that there is no
provision or condition in any note or other document in connection
with outstanding short-term borrowings of any of those companies
limiting any of the Transactions;
(2) that the enforceability of the Notes may be subject to and
affected by applicable bankruptcy, receivership, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws
affecting the enforcement of the rights and remedies of creditors
generally (including, without limitation, such as may deny giving
effect to waivers of rights to debtors or guarantors); and such duties
and standards as are or may be imposed on creditors, including,
without limitation, good faith, reasonableness and fair dealing under
any applicable statute, rule, regulation or judicial decision; and
(3) that the enforceability of the Notes may be subject to and
affected by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and
the exercise of equitable powers by a court of competent jurisdiction
(and no opinion is given herein as to specific performance or as to
the availability of other equitable remedies or equitable relief of
any kind).
This opinion relates only to federal law and the laws of The
Commonwealth of Massachusetts and we express no opinion with respect to any
other jurisdiction. With respect to OSP, we assume that the relevant laws
of the State of Delaware are the same or similar to the laws of the
Commonwealth of Massachusetts. We express no opinion with respect to the
effect of the consummation of the Transactions on the legal rights of the
holders of any of the securities of any associate companies of Eastern
Edison, Montaup and EUA Service other than those associate companies
expressly set forth herein. For opinions relating to the other associate
companies of Eastern Edison, Montaup and EUA Service (Blackstone, Newport,
EUA Ocean State Corporation, Ocean State Power and Ocean State Power II),
we refer you to the opinion of Tillinghast, Collins and Graham submitted as
a Exhibit F-4 to the Application-Declaration.
We consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
McDermott, Will & Emery
EXHIBIT F-4
January 10, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Re: File No. 70-7908
Eastern Utilities Associates
Ladies and Gentlemen:
We are furnishing this opinion at the request of
Eastern Utilities Associates, a Massachusetts voluntary
association (the "Association") and its associate companies,
Blackstone Valley Electric Company ("Blackstone") and Newport
Electric Corporation ("Newport"), each a Rhode Island
corporation, and Eastern Edison Company ("Eastern Edison"), EUA
Service Corporation ("EUA Service"), Montaup Electric Company
("Montaup"), all Massachusetts corporations, and as Rhode
Island counsel for the Association and certain of its associate
companies: Blackstone, Newport, EUA Ocean State Corporation, a
Rhode Island corporation ("EUA Ocean State") and Ocean State
Power ("OSP I") and Ocean State Power II ("OSP II"), both Rhode
Island general partnerships, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended (the
"Act") concerning certain transactions carried out pursuant to
the Declaration with Respect to Issue and Sale of Notes to
Banks under the Act filed by the Association on Form U-1 with
the Securities and Exchange Commission (the "Commission") on
September 18, 1991, as amended, File No. 70-7908 (the "U-1"). This
opinion relates only to the transactions described in the
U-1 (the "Transactions") insofar as they relate to the
Association, Blackstone and Newport.
This opinion is the "past-tense" opinion required by
the instructions as to exhibits for Form U-1 and corresponds
with our opinion dated October 31, 1991, which was filed as
Exhibit F-2 with Amendment No. 1 to the U-1 (the "Opinion").
Terms used but not defined herein shall have the
meanings assigned to them in the Opinion.
Based upon and subject to the foregoing, it is our
opinion that the Transactions governed by the laws of the State
of Rhode Island have been carried out in accordance with the
U-1 and that:
(a) All state laws applicable to the Transactions
have been complied with by the Association,
Blackstone and Newport.
(b) Blackstone is a validly organized and duly
existing corporation of the State of Rhode
Island, and the short-term notes issued by
Blackstone were valid and binding obligations of
Blackstone in accordance with their terms.
(c) Newport is a validly organized and duly existing
corporation of the State of Rhode Island, and the
short-term notes issued by Newport were valid and
binding obligations of Newport in accordance with
their terms.
(d) The consummation of the Transactions by the
Association, Blackstone and Newport did not
violate the legal rights of the holders of any
securities issued by Blackstone, including the
following: (i) Variable Rate Demand Bonds due
2014; (ii) First Mortgage Bonds, Series B 9.50%
due 2004; (iii) First Mortgage Bonds, Series C 10.35%
due 2010; (iv) 4.25% Non-Redeemable Preferred Stock;
(v) 5.60% Non-Redeemable Preferred Stock; or
(vi) Common Stock.
(e) The consummation of the Transactions by the
Association, Blackstone and Newport did not
violate the legal rights of the holder of any
securities issued by EUA Ocean State, including
its common stock and unsecured notes.
(f) The consummation of the Transactions by the
Association, Blackstone and Newport did not
violate the legal rights of the holders of any
securities issued by Newport, including the
following:
First Mortgage Bonds, 4.75% Series due 1994;
First Mortgage Bonds, 9% Series due 1999;
First Mortgage Bonds, 9.8% Series due 1999;
First Mortgage Bonds, 8.95% Series due 2001;
Second Mortgage Bonds, 8.5% Series due 1998;
Second Mortgage Bonds, 12% Series due 2011;
6.5% Small Business Administration Note due
2005;
3.75% Non-Redeemable Preferred Stock;
9.75% Redeemable Preferred Stock;
Promissory Notes due 1993; or
Common Stock.
(g) The consummation of the Transactions by the
Association, Blackstone and Newport did not
violate the legal rights of the holders of any
securities issued by OSP I including partnership
interests and the $112,000,000 OSP I term loan
notes dated October 19, 1992.
(h) The consummation of the Transactions by the
Association, Blackstone and Newport did not
violate the legal rights of the holders of any
securities issued by OSP II including partnership
interests and the $96,000,000 OSP II term loan
notes dated October 19, 1992.
The foregoing opinion is based on the following
assumptions and is subject to the following exceptions and
qualifications:
1. We assume that the Transactions governed by laws
other than the State of Rhode Island were carried
out in accordance with the U-1.
2. We assume compliance with such order or orders as
may be issued from time to time by the Commission
in connection with the U-1.
3. The opinions rendered in subsections (b) and (c)
above are subject to any applicable bankruptcy,
insolvency, reorganization or other similar laws
affecting creditors' rights generally and the
application of equitable principles.
4. We assume that the short-term notes issued by
Blackstone and Newport to evidence their bank
borrowings were duly authorized, executed and
delivered and were substantially in the form of
Exhibits A-3 and A-5 to the U-1, respectively.
5. We assume compliance with Section 3.04(D) of the
terms and provisions relating to Blackstone's
preferred stock as approved by Blackstone's
stockholders on November 19, 1956.
6. We assume compliance with the provisions of
Section 4.22(b) of Blackstone's First Mortgage
Indenture and Deed of Trust dated as of December
1, 1980 as supplemented and modified by the First
Supplemental Indenture dated as of August 1, 1989
and the Second Supplemental Indenture dated as of
November 26, 1990.
7. We assume compliance with Section (B)(vi) of the
"Restrictions on Corporate Action" contained in
the terms and provisions of and relating to
Newport's 3.75% Non-Redeemable Preferred Stock as
approved by Newport's stockholders on July 16,
1946.
8. We have assumed that no securities were acquired
with the net proceeds of the short-term notes
except that a portion of the net proceeds were
used to meet certain sinking fund requirements
and the retirement or redemption of outstanding
securities.
9. We express no opinion as to the rights of the
holders of securities of any associate of the
Association, Blackstone, EUA Ocean State,
Newport, OSP I or OSP II other than those
expressly mentioned herein.
10. We assume the accuracy of the information
provided to us by officers of the Association,
Blackstone, EUA Ocean State and Newport (a) as to the
securities of Blackstone, EUA Ocean State and
Newport, issued and outstanding during the period
covered by the U-1, and (b) that there were no
provisions or conditions in any note or other
document in connection with the borrowings of
Blackstone, EUA Ocean State or Newport which
would limit any of the Transactions.
11. We assume the accuracy of information furnished
to us by officers of JMC Ocean State Corporation,
a Rhode Island corporation and a general partner
in each of OSP I and OSP II, as to the securities
of OSP I and OSP II issued and outstanding during the
period covered by the U-1.
This opinion is as of the date hereof and relates only
to the laws of the State of Rhode Island and we express no
opinion as to the laws of any other jurisdiction, state or
federal.
We hereby consent to the filing and use of this
opinion as an exhibit to the U-1.
Very truly yours,
TILLINGHAST COLLINS & GRAHAM
By Tillinghast Collins
& Graham, Inc., Partner
