UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of CMP Group, ) CERTIFICATE PURSUANT TO
Inc. and Central Maine ) RULE 24 UNDER THE PUBLIC
Power Company on Form U-1 ) UTILITY HOLDING COMPANY ACT
(File No. 70-9183) ) 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"), CMP Group, Inc., a Maine
corporation ("HoldCo"), and Central Maine Power Company, a Maine corporation
("Central Maine" and, collectively with HoldCo, the "Applicants") certify that
the acquisition by HoldCo of all of the issued and outstanding shares of common
stock of Central Maine, a public utility holding company exempt from all
provisions of the Act (other than Section 9(a)(2)) under Section 3(a)(1), and
through such acquisition, Central Maine's subsidiaries, Maine Electric Power
Company, Inc., NORVARCO and Aroostook Valley Electric Company, all of which are
Maine corporations and electric-utility companies (as defined in the Act), as
proposed in Applicants' Application and Declaration on Form U-1 (File No.
70-9183) and authorized by order of the Commission in Public Utility Holding
Company Act Release No. 35- 26903, dated August 7, 1998, has been carried out in
accordance with the terms and conditions of and for the purposes represented by
the Application and Declaration and of the Commission's order with respect
thereto.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this certificate to be signed
on their behalf by the undersigned thereunto duly authorized.
Date: October 1, 1998 CMP GROUP, INC.
By: /s/ Anne M. Pare
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Name: Anne M. Pare
Title: Treasurer, Corporate
Counsel and
Secretary
Date: October 1, 1998 CENTRAL MAINE POWER COMPANY
By: /s/ Anne M. Pare
-----------------------------
Name: Anne M. Pare
Title: Corporate Counsel and
Secretary
EXHIBIT F-2
[Letterhead of Central Maine Power Company]
September 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Application and Declaration on Form U-1 of CMP
Group, Inc. and Central Maine Power Company
(File No. 70-9183)
Ladies and Gentlemen:
I have acted as counsel to CMP Group, Inc. ("HoldCo") and its subsidiary
Central Maine Power Company ("Central Maine") in connection with the preparation
of an Application and Declaration on Form U-1 (the "Application") which was
filed with the Securities and Exchange Commission (the "Commission") on March 4,
1998, as amended on June 11, 1998, July 8, 1998, August 6, 1998 and August 7,
1998. In the Application, HoldCo and Central Maine sought an order of the
Commission under the Public Utility Holding Company Act of 1935, as amended (the
"Act") (i) authorizing HoldCo, pursuant to Sections 9(a)(2) and 10 of the Act,
to acquire all of the outstanding shares of common stock of Central Maine and
indirectly all of Central Maine's interests in Maine Electric Power Company,
Inc., Aroostook Valley Electric Company and NORVARCO, in connection with the
proposed formation of a holding company structure for Central Maine, and (ii)
exempting HoldCo and Central Maine, pursuant to Section 3(a)(1) of the Act, from
all provisions of the Act, except for Sections 9(a)(2) and 10 thereof. By order
dated August 7, 1998, the Commission approved the Application. The holding
company structure was formed on September 1, 1998 upon consummation of a merger
pursuant to an Agreement and Plan of Merger by and among Central Maine, HoldCo
and CMP Merger Co., a wholly-owned subsidiary of HoldCo formed for the purpose
of effecting the transaction (the "Merger Agreement").
In rendering my opinion, I have examined such agreements, documents,
instruments and records as I deemed necessary or appropriate under the
circumstances for me to express my opinion.
I am a member of the Bar of the State of Maine and am duly qualified to
practice in that State. My opinion expressed herein is limited to the laws of
the State of Maine and the Federal laws of the United States.
Based upon and subject to the foregoing, I am of the opinion that:
1. The transactions contemplated in said Application have been consummated
in accordance with said Application.
2. HoldCo and Central Maine are corporations validly existing under the
laws of the State of Maine.
3. (i) All laws of the State of Maine applicable to implementation of the
transactions contemplated by the Application have been complied with; (ii) the
shares of common stock of HoldCo issued in accordance with the Merger Agreement
are legally issued, fully paid and non-assessable, and the holders thereof are
entitled to the rights appertaining thereto set forth in HoldCo's Certificate of
Incorporation, as amended from time to time; (iii) HoldCo has legally acquired
the outstanding shares of common stock of Central Maine; and (iv) the
consummation of the transactions proposed in the Application has not violated
the legal rights of the holders of any securities issued by HoldCo, Central
Maine or any associate company thereof.
I hereby consent to the filing of this letter as an exhibit to the
Application.
Very truly yours,
/s/ Anne M. Pare
Anne M. Pare
