SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
__________________________________________
In the Matter of :
:
EASTERN EDISON COMPANY :
110 Mulberry Street :
Brockton, Massachusetts 02403 :
:
BLACKSTONE VALLEY ELECTRIC COMPANY :
Washington Highway, P.O. Box 1111 :
Lincoln, Rhode Island 02865 :
:
NEWPORT ELECTRIC CORPORATION :
12 Turner Road, P.O. 4128 :
Middletown, Rhode Island 02840 :
: Certificate of Notification
MONTAUP ELECTRIC COMPANY : Pursuant to Rule 24
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
EUA SERVICE CORPORATION :
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
EUA OCEAN STATE CORPORATION :
P.O. Box 2333 :
Boston, Massachusetts 02107 :
:
(70-8287) :
:
Public Utility Holding Company Act of 1935:
__________________________________________:
Eastern Edison Company, Montaup Electric Company, Blackstone Valley
Electric Company, Newport Electric Corporation, EUA Service Corporation and
EUA Ocean State 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 December 21, 1993, hereby
certify pursuant to Rule 24 that the transactions reported in the Certificates
of Notification pursuant to Rule 24 dated April 29, 1994, July 13, 1994,
November 1, 1994, January 13, 1995, April 24, 1995, August 3, 1995,
October 19, 1995 and January 4, 1996, constitute all of the steps in the
consummation of a series of transactions during the period ended December 31,
1995, in accordance with terms and conditions of, and for the purposes
represented by, the joint application dated October 13, 1993, as amended, as
filed in said matter, and said Order with respect thereto.
Item 6. Exhibits and Financial Statements (* indicates filed herewith)
* Exhibit F - Past Tense Opinion of McDermott, Will & Emery
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
EASTERN EDISON COMPANY
MONTAUP ELECTRIC COMPANY
BLACKSTONE VALLEY ELECTRIC COMPANY NEWPORT
ELECTRIC CORPORATION
EUA SERVICE CORPORATION
EUA OCEAN STATE CORPORATION
EXHIBIT F
January 10, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re:File No. 70-8287 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") (collectively, the "Companies"), we
are furnishing this opinion to be filed by the Companies in at
the time of their filing of their certificate of notification
pursuant to Rule 24 concerning their issuance and sale of short-
term notes (the "Notes") to banks through the period ending
December 31, 1995 in aggregate amounts outstanding at any one
time not to exceed $35 million in the case of Eastern, $20
million in the case of Montaup, $8 million in the case of
Blackstone, $7 million in the case of Service, $6 million in the
case of Newport and $5 million in the case of Ocean State
(referred to together hereinafter as the "Transactions"), all as
more fully described in 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 13, 1993 File No.
70-8287.
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 additional assumptions, exceptions and
qualifications hereinafter stated, that in conjunction with the
consummation of the Transactions in accordance with the
Application-Declaration:
(a) All state laws applicable to the Transactions 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 are valid and binding obligations of Eastern,
Montaup or Service, as the case may be, in accordance with
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 Notes issued by Blackstone, Newport or
Ocean State are valid and binding obligations of Blackstone,
Newport or Ocean State, as the case may be, in accordance
with their terms.
(d) The consummation of the Transactions does 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 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 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 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
Rule 24 certificate filed with the SEC.
Very truly yours,
McDermott, Will & Emery
