UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
)
In the Matter of )
)
Northeast Utilities Service Company, )
North Atlantic Energy Service Corporation,)
Northeast Nuclear Energy Company, ) CERTIFICATE
Yankee Atomic Electric Company and ) AS TO
Connecticut Yankee Atomic Power ) CONSUMMATION
Company ) OF TRANSACTION
)
File No. 70-8699 )
)
(Public Utility Holding Company Act )
of 1935) )
)
Pursuant to the Public Utility Holding Company Act of 1935, as amended,
and Rule 24(a) thereunder, the undersigned hereby certify that the
transactions described in their Application/Declaration on Form U-1, as
amended, filed in this proceeding (the "Application") have been carried
out in accordance with the terms and conditions of, and for the purposes
represented in, the Application, and in compliance with the Order of the
Securities and Exchange Commission set forth in Release No. 35-26414
granting the Application. More specifically, the Reciprocal Support
Agreement described in and filed with the Application has been entered
into by the Applicants.
Submitted with this Certificate is the "past tense" opinion of counsel
to the undersigned.
Dated: February 7, 1996
NORTHEAST NUCLEAR ENERGY COMPANY
NORTH ATLANTIC ENERGY SERVICE
CORPORATION
CONNECTICUT YANKEE ATOMIC POWER
COMPANY
YANKEE ATOMIC ELECTRIC COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
By: Day, Berry & Howard
Their Attorneys
By:/s/ Gerald Garfield
Gerald Garfield
A Partner
<PAGE>
File No. 70-8699
INDEX TO EXHIBITS FILED WITH
CERTIFICATE AS TO CONSUMMATION OF TRANSACTION
"Past Tense" Opinion of Counsel
<PAGE>
OPINION OF DAY, BERRY & HOWARD
COUNSEL FOR APPLICANTS
February 7, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Re: Northeast Utilities Service Company
North Atlantic Energy Service Corporation
Northeast Nuclear Energy Company
Yankee Atomic Electric Company
Connecticut Yankee Atomic Power Company
File No. 70-8699
Ladies and Gentlemen:
We have acted as counsel to Northeast Utilities Service Company, North
Atlantic Energy Service Corporation, Northeast Nuclear Energy Company, Yankee
Atomic Electric Company and Connecticut Yankee Atomic Power Company
(collectively, the "Applicants") in connection with those transactions
contemplated in their application/declaration on Form U-1 in File No. 70-8699
(the "Application") regarding a proposed Reciprocal Support Agreement among the
Applicants (the "Agreement"). This opinion is given to you with respect to
such transaction pursuant to Rule 24 under the Public Utility Holding Company
Act of 1935, as amended, and pursuant to your Instructions as to Exhibits to
applications and declarations filed on Form U-1. Except as otherwise defined
herein, terms used herein shall have the meanings given them in the Agreement.
We have examined such documents, corporate records and other
instruments as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of documents submitted to us as copies.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of the transactions in accordance with the Agreement; (b) no
opinion is expressed as to any laws other than the federal laws of the United
States and laws of the State of Connecticut, the State of New Hampshire
and the Commonwealth of Massachusetts; (c) insofar as any opinion relates to
the certificate of incorporation or similar charter document or bylaws of any
of the Applicants, we have assumed that such certificate of incorporation,
charter document or bylaws have not been amended, modified or repealed since
September 19, 1995; (d) the opinion expressed in paragraph 2 is based solely
upon certificates of good standing obtained from the Connecticut Secretary of
State and the New Hampshire Secretary of State and upon information obtained
by us from the Connecticut Secretary of State and the Massachusetts Secretary
of the Commonwealth; and (e) the opinion expressed in paragraph 3 is based
solely upon the opinion of Jeffrey C. Miller, Assistant General Counsel for
Northeast Utilities Service Company and the opinion of Robert A. Bersak,
Assistant General Counsel for Public Service Company of New Hampshire, and we
express no opinion as to such matters except to the extent covered by such
opinions and subject to the qualifications and assumptions contained in such
opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. Upon the filing of the Agreement with the New Hampshire Public
Utilities Commission pursuant to N.H. Rev. Stat. Ann. section 366:3, all
state laws applicable to the transactions contemplated by the Agreement will
have been complied with.
2. Each of the Applicants is validly incorporated and duly existing
under the laws of its jurisdiction of incorporation.
3. The transactions contemplated by the Agreement do not violate
the legal rights of the holders of any securities issued by the Applicants or
any associate company thereof.
Very truly yours,
/s/ Day, Berry & Howard
GG:PNB
