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February 9, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth 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")
Columbia LNG Corporation ("CLG")
File No. 70-8247
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
April 15, 1992 (the "Order") authorizing transactions as more fully described
in the Application-Declaration as amended (the "Application"), the undersigned
hereby transmits to the Commission the attached "past tense" Opinion of Counsel
to complete this file.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ L. J. Bainter
---------------------------------
L. J. Bainter, Treasurer
COLUMBIA LNG CORPORATION
By: /s/ J. W. Grossman
---------------------------------
J. W. Grossman, Treasurer
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January 30, 1995
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: The Columbia Gas System, Inc., et al.
File No. 70-8247
I have acted as Counsel for the Columbia Gas System, Inc.
("Columbia"), a Delaware corporation and holding company registered under the
Public Utility Holding Company Act of 1935 (the "Act"), in connection with the
Joint Application-Declaration on Form U-1 (File No. 70-8247) of Columbia and
Columbia LNG Corporation ("Columbia LNG") relating to the deferral of payment
of $3.8 million principal and accrued interest on Columbia LNG's long and
short-term debt (the "Deferral"), which has subsequently been cancelled, as
more fully described in the Joint Application-Declaration, as amended (the
"Application-Declaration").
In connection with the foregoing, I have examined the
Application-Declaration, a copy of the Restated Certificate of Incorporation of
Columbia and Certificate of Incorporation of Columbia LNG, the Secured
Revolving Credit Agreement among Columbia, a debtor-in-possession as Borrower,
the Banks, parties thereto and Chemical Bank (successor to Manufacturers
Hanover Trust Company) as Agent, as amended by the Amended and Restated Credit
Agreement between Columbia and Chemical Bank dated September 15, 1994 (the "DIP
Facility"), and any other such documents, records and matters of law as I
deemed necessary to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the opinion
that, assuming that all taxes and government charges, if any, in connection
with such Deferral are paid:
(a) all state laws applicable to the Deferral have been complied
with;
(b) The long and short-term notes issued Columbia LNG were valid
and binding obligations of Columbia LNG in accordance with the
terms of said indebtedness, and Columbia legally acquired such
indebtedness;
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(c) no orders of the U.S. Bankruptcy Court for the District of
Delaware or consents of lenders under the DIP Facility were
required in order to consummate the Deferral; and
(e) the consummation of the Deferral does not violate the legal
rights of the holders of any securities issued by Columbia or
the Subsidiaries, or by any associate company thereof; and
(f) the Deferral was carried out in accordance with the
Application-Declaration.
I hereby consent to the filing of this opinion together with
the Certificate of the corporation filed 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
