SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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: AMENDMENT
:
In the Matter of : TO
:
: CERTIFICATE
CENTRAL POWER AND LIGHT COMPANY :
: OF
File No. 70-8597 :
: NOTIFICATION
(Public Utility Holding Company Act of 1935) :
:
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Central Power and Light Company (the "Company"), an electric
utility subsidiary of Central and South West Corporation ("CSW"), hereby
certifies that:
1. On June 28, 1995, the Company filed with the Securities and
Exchange Commission (the "Commission") a Certificate of Notification
(the "Original Certificate") pursuant to Rule 24 of the Public Utility
Holding Company Act of 1935, as amended, reporting that the transactions
subject to the Form U-1 Application - Declaration in File No. 70-8597
were carried out in accordance with the terms and condition of such Form
U-1 and the Commission's Order dated June 15, 1995.
2. The Company desires to amend the Original Certificate to
replace the final or "past tense" opinion of counsel to CSW and the
Company filed as Exhibit 7(a) to the Original Certificate with the final
or "past tense" opinion of counsel to CSW and the Company filed
herewith as amended Exhibit 7(a).
<PAGE>
Accordingly the following exhibit (in the final form thereof in
which executed, filed or used) is filed herewith:
Amended Exhibit 7(a) - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSW and
the Company.
S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, as amended, the undersigned company has duly caused this
document to be signed on its behalf by the undersigned therunto duly
authorized.
Dated: August 1, 1995
CENTRAL POWER AND LIGHT COMPANY
By/s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibit Tramsmission
Number Exhibit Method
7(a) Final or "past tense" opinion of Electronic
Milbank, Tweed, Hadley & McCloy,
counsel to CSW and the Company.
Exhibit 7(a)
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
July 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central Power and Light Company
Certificate of Notification to
Form U-1 Application-Declaration
(File No. 70-8597)
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No.
70-8597) under the Public Utility Holding Company Act of 1935, as
amended (the "Application-Declaration"), and the Certificate of
Notification thereto, filed by Central Power and Light Company (the
"Company"), a Texas corporation and a wholly-owned electric utility
subsidiary of Central and South West Corporation ("CSW"), a Delaware
corporation and a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"). The
Certificate of Notification relates to the issue and sale by Matagorda
County Navigation District Number One (the "District") of its
$100,635,000 aggregate principal amount of Pollution Control Revenue
Refunding Bonds (Central Power and Light Company Project), Series 1995,
6.10%, due July 1, 2028 (the "Bonds"). In connection with the issuance
of the Bonds, the District and the Company entered into an Installment
Payment Agreement (the "Installment Payment Agreement") which obligated
the Company to pay amounts designed to be sufficient to pay the
principal of, premium, if any, and interest on the Bonds. In connection
with the Application-Declaration and the Certificate of Notification, we
have acted as special counsel for the Company and, as such counsel, we
are familiar with the corporate proceedings taken by the Company in
connection with the issuance and sale of the Bonds as described in the
Application-Declaration and Certificate of Notification.
<PAGE>
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of
public officials, certificates of officers and representatives of the
Company and other documents as we have deemed it necessary to require as
a basis for the opinions hereinafter expressed. In such examination we
have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certificates by officers
of the Company and other appropriate persons and statements contained in
the Application-Declaration and the Certificate of Notification.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that:
1. The Company is validly organized and duly existing
under the laws of the State of Texas.
2. All state laws applicable to the execution of the
Installment Payment Agreement have been complied with.
3. The Installment Payment Agreement is a valid and
binding obligation of the Company in accordance with its terms,
subject, as to enforcement, to (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors' rights, and
(b) the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including
without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedies and
(ii) concepts of materiality, reasonableness, good faith and fair
dealing.
4. The consummation of the transactions as described in
the Application-Declaration and Certificate of Notification did
not violate the legal rights of the holders of any securities
issued by the Company or any associate company of the Company.
In rendering the opinions hereinabove expressed, we have
relied upon opinions of other counsel to the Company who are qualified
to practice in jurisdictions pertaining to the transactions described
above in which we are not admitted to practice. We do not express any
opinion as to matters governed by any laws other than the Federal laws
of the United States of America, the laws of the State of New York and,
to the extent hereinabove stated, the laws of other jurisdictions
pertaining to the transactions described above in reliance upon said
opinions of counsel to the Company.
<PAGE>
We hereby consent to the use of this opinion as an exhibit
to the Certificate of Notification.
Very truly yours,
/s/MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
