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February 24, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Certificate Under Rule 24 of the
Public Utility Holding Company Act of 1935
The Columbia Gas System, Inc. ("CG")
TriStar Capital Corporation ("TCC")
TriStar Gas Technologies, Inc. ("TGT")
File No. 70-7763
Gentlemen:
In accordance with the terms and conditions of Rule 24 under the Public
Utility Holding Company Act of 1935, and the Order of the Commission dated
December 21, 1990 authorizing 1) an aggregate investment of $2,000,000 by CG in
TCC common stock and by TCC in TGT common stock and the issuance to CG by TCC
of up to $1,000,000 principal amount of installment promissory notes and the
issuance to TCC by TGT of up to $1,000,000 principal amount of promissory notes
and 2) TGT to utilize the funds to acquire limited partnership interests in
Enertek, L.P., aggregating up to $2,000,000 prior to December 31, 1993, all as
more fully described in the Application-Declaration as amended (the
"Application"), the undersigned hereby certifies that there was no activity
during the calendar quarter from October 1 through December 31, 1993 and that
during the calendar years 1992 and 1993, TCC issued and CG purchased and TGT
issued and TCC purchased common stock for an aggregate purchase price of
$1,000,000 and TCC issued to CG and TGT issued to CG $75,000
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principal amount of installment promissory notes. $1,000,000 was
invested in a limited partnership interest in Enertek, L.P. by TGT.
The undersigned further certifies that all transactions were carried
out in accordance with the terms and conditions of, and for the purposes
represented by, the Application, and the Orders of the Commission with respect
thereto. Attached is the past-tense Opinion of counsel for Columbia.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /S/ L. J. BAINTER
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L. J. Bainter
Treasurer
TRISTAR CAPITAL CORPORATION
By: /S/ D. P. DETAR
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D. P. Detar
Treasurer
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February 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
Re: The Columbia Gas System, Inc.
et al. - File No. 70-7763
As counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware
corporation and a holding company registered under the Public Utility Holding
Company Act of 1935 (the "Act"), and at its request, I deliver to you this
opinion for filing as an Exhibit to the Certificate filed by Columbia pursuant
to Rule 24 concerning the Joint-Application on Form U-1 (File No. 70-7763) as
amended by Amendments No. 1, 2, 3 and 4 (hereinafter the "Application") filed
by Columbia, TriStar Capital Corporation ("TCC"), and TriStar Gas Technologies,
Inc. ("TGT").
In connection with the above, authorizations were requested for:
1. TCC to issue and Columbia to acquire up to 40,000 shares of
TCC common stock, $25 par value per share, and up to $1,000,000 of installment
promissory notes prior to December 31, 1993;
2. TGT to issue and TCC to acquire up to 40,000 shares of TGT
common stock, $25 par value per share, and up to $1,000,000 principal amount of
installment promissory notes prior to December 31, 1993;
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3. TGT to acquire limited partnership interests in EnerTek
aggregating up to $2,000,000 prior to December 31, 1993; and
4. TGT to receive, as distributions from EnerTek, securities to
be held as passive investments until disposed of as described in the
Application (hereinafter the "Proposed Transactions").
In connection with the above, I have examined:
(i) the Application;
(ii) copies of the Restated Certificate of Incorporation
of Columbia and the Certificates of Incorporation of TCC and
TGT;
(iii) the Order of the Commission dated December 21,
1990, permitting the application to become effective; and
(iv) such other documents, records and matters of law as I deemed
necessary to enable me to render this opinion.
Based upon the foregoing and relying thereupon and assuming if all
taxes and Government charges in connection with such transactions have been
paid, I am of the opinion that:
(a) the Proposed Transactions were consummated in accordance with
the Application-Declaration;
(b) all state laws applicable to the Proposed Transactions have
been complied with;
(c) TCC and TGT are validly organized and duly existing
corporations in the State of Delaware;
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(d) the common stock issued by TCC and by TGT as part of
the Proposed Transactions indicated above is validly
issued, fully paid and nonassessable, and, as the
respective holders thereof, Columbia and TCC are
entitled to the rights and privileges appertaining to
said common stock as set forth in Articles of
Incorporation defining such rights and privileges,
and Columbia and TCC has each legally acquired such
common stock;
(e) the installment promissory notes issued by TGT and
TCC are valid and binding obligations of the issuer
in accordance with the terms of said notes; and
(f) the consummation of the Proposed Transactions did not
violate the legal rights of the holders of any
securities issued by Columbia, or by any associate
company thereof.
I hereby consent to the filing of this opinion simultaneous with the
Certificate pursuant to Rule 24.
Very truly yours,
/S/ JOYCE KORIA HAYES
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
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