File No. 70-8713
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1
DECLARATION WITH RESPECT TO ISSUE AND SALE OF
NOTES TO BANKS
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(the "Act")
EASTERN EDISON COMPANY EUA SERVICE CORPORATION
110 MULBERRY STREET P.O. BOX 2333
BROCKTON, MA 02403 BOSTON, MA 02107
BLACKSTONE VALLEY ELECTRIC COMPANY MONTAUP ELECTRIC COMPANY
WASHINGTON HIGHWAY, P.O. BOX 1111 P.O. BOX 2333
LINCOLN, RI 02865 BOSTON, MA 02107
NEWPORT ELECTRIC CORPORATION EUA OCEAN STATE CORPORATION
12 TURNER ROAD, P.O. 4128 P.O. BOX 2333
MIDDLETOWN, RI 02840 BOSTON, MA 02107
(Names of companies filing this statement
and addresses of principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. BOX 2333, BOSTON, MASS. 02107
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
ARTHUR I. ANDERSON, ESQ.
McDermott, Will & Emery
75 State Street, Boston, MA 02109
This Amendment No. 1 to the Application on Form U-1 dated
October 6, 1995, hereby amends said Application-Declaration as
follows:
II
FEES COMMISSIONS AND EXPENSES
The estimated fees, commissions and expenses to be paid
or incurred directly or indirectly are as follows:
Securities and Exchange Commission Filing Fee $ 2,000*
Fees and Expenses of Company Counsel 9,000
Fees and Expenses of EUA Service Corporation 1,000
Total 12,000
*actual
VI
EXHIBITS AND FINANCIAL STATEMENTS
1. The following Exhibits and Financial Statements are filed
herewith:
a. Exhibits:
Exhibit F Opinion of Counsel
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on behalf of each of them by the
undersigned thereunto duly authorized.
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY
NEWPORT ELECTRIC CORPORATION
EUA SERVICE CORPORATION
EUA OCEAN STATE CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Their Treasurer
Dated: December 8, 1995
December 8, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re:File No. 70-8713 Declaration With Respect To
Issue And Sale Of Notes To Banks
Ladies and Gentlemen:
As counsel for Eastern Edison Company ("Eastern"), Montaup
Electric Company ("Montaup"), EUA Service Corporation
("Service"), Blackstone Valley Electric Company ("Blackstone"),
Newport Electric Corporation ("Newport") and EUA Ocean State
Corporation ("Ocean State"), we are furnishing this opinion to be
used in connection with the filing of the application-declaration
on Form U-1 under the Public Utility Holding Company Act of 1935,
as amended, (the "Application-Declaration") filed by Eastern,
Montaup, Service, Blackstone, Newport and Ocean State with the
Securities and Exchange Commission (the "SEC"), on October 6,
1995, File No. 70-8713. The Application-Declaration requests
authority to issue and sell short-term notes (the "Notes") to
banks through the period ending December 31, 1997 in aggregate
amounts outstanding at any one time not to exceed $20 million in
the case of Eastern, $20 million in the case of Montaup, $15
million in the case of Blackstone, $5 million in the case of
Service, $12 million in the case of Newport and $5 million in the
case of Ocean State (referred to together hereinafter as the
"Proposed Transactions").
It is our opinion, subject to the additional assumptions,
exceptions and qualifications hereinafter stated, that in the
event that the Proposed Transactions are consummated in
accordance with the Application-Declaration:
(a) All state laws applicable to the Proposed Transactions
will have been complied with by Eastern, Montaup, Service,
Blackstone, Newport and Ocean State.
(b) Eastern, Montaup and Service, issuers of Notes to
evidence bank borrowings in accordance with the Application
-Declaration, are all validly organized and duly existing
corporations organized under the laws of the Commonwealth of
Massachusetts and any Notes issued by Eastern, Montaup or
Service will be valid and binding obligations of Eastern,
Montaup or Service, as the case may be, in accordance with
the their terms.
(c) Blackstone, Newport and Ocean State, also issuers of
Notes to evidence bank borrowings in accordance with the
Application-Declaration, are all validly organized and duly
existing corporations organized under the laws of the State
of Rhode Island and any Notes issued by Blackstone, Newport
or Ocean State will be valid and binding obligations of
Blackstone, Newport or Ocean State, as the case may be, in
accordance with the their terms.
(d) The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any of the
securities of Eastern, Montaup, Service, Blackstone, Newport
or Ocean State, or of their parent company Eastern Utilities
Associates ("EUA") or of EUA Energy Investment Corporation
("EUA Energy"), OSP Finance Company ("OSP"), and EUA Cogenex
Corporation ("EUA Cogenex"), EUA Cogenex-Canada Inc.
("Cogenex-Canada"), Eastern Unicord Corporation ("Unicord"),
EUA TransCapacity, Inc. ("TransCapacity"), Northeast Energy
Management, Inc. ("NEM"), EUA Citizens Conservation
Services, Inc. ("CCS"), EUA Highland Corporation
("Highland"), and EUA BIOTEN, Inc. ("BIOTEN"), associate
companies of Eastern, Montaup, Service, Blackstone, Newport
and Ocean State and Ocean State Power ("OSP I"), Ocean State
Power II ("OSP II"), Rhode Island general partnerships.
This opinion, in addition to being subject to the
consummation of the Proposed Transaction in accordance with the
Application-Declaration, is also subject to the following
additional assumptions, exceptions and qualifications:
(1) the due authorization by the Board of Directors of
Eastern, Montaup, Service, Blackstone, Newport and Ocean State in
connection with the issuance of their respective Notes;
(2) compliance with such order or orders as the Securities
and Exchange Commission may issue from time to time upon the
Application-Declaration;
(3) the accuracy of information furnished to us (a) as to
the outstanding securities of Eastern, Montaup, Service,
Blackstone, Newport and Ocean State or of EUA, EUA Energy, OSP,
EUA Cogenex, Cogenex-Canada, Unicord, OSP I, OSP II,
TransCapacity, NEM, CCS, Highland and BIOTEN, and (b) that there
is no provision or condition in any note or other document in
connection with outstanding short-term borrowings or any of those
companies limiting any of the Proposed Transactions; and
(4) 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
(5) 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. To the extent that certain
matters addressed may involve the laws of other states, we have
assumed that such laws are not materially different from the laws
of the Commonwealth of Massachusetts. We express no opinion with
respect to the effect of the consummation of the Proposed
Transactions on the legal rights of the holders of any of the
securities of any associate companies of Eastern, Montaup,
Service, Blackstone, Newport or Ocean State, other than those
associate companies expressly set forth herein.
We consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
McDermott, Will & Emery
