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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. 70-7921
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. 70-7921
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. 70-7921), as amended, along
with Post-Effective Amendment No. 1, (hereinafter referred to together as the
"Application-Declaration") relating to the Agreement for Sale of Stock, dated
November 25, 1991 (the "Agreement"), among Columbia, Shell Oil Company
("Shell") and Shell LNG Company ("Shell LNG"), a subsidiary of Shell, for the
proposed sale by Columbia to Shell LNG of all the issued and outstanding common
stock (the "Common Stock") of Columbia LNG Corporation ("Columbia LNG"), a
subsidiary of Columbia, and the proposed repurchase by Columbia or Columbia LNG
of the 9.2% interest Shell LNG had previously purchased from Columbia LNG (the
"Proposed Repurchase").
The proposed sale of the Common Stock and other transactions
contemplated by the Agreement, and the Proposed Repurchase, as more fully
described in the Application-Declaration, are hereinafter sometimes referred to
as the "Proposed Transactions."
In connection with the foregoing, I have examined:
(i) the Application-Declaration,
(ii) the Agreement;
(iii) copies of the Restated Certificate of Incorporation and Bylaws
of Columbia LNG and the Restated Certificate of Incorporation
and Bylaws of Columbia;
(iv) the Order of the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") dated December 18, 1991
approving the Agreement, approved by Order of the Commission
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dated April 15, 1992 (HCAR No. 35-25515, the Order of the
Bankruptcy Court dated October 16, 1992 approving the Settlement
Agreement with Shell Oil Company, and the Order of the
Bankruptcy Court dated August 2, 1991 authorizing Columbia to
continue financing of non-debtor subsidiaries; and
(v) 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 thereon, I am of the opinion
that:
The Proposed Transactions contained in the
Application-Declaration were never consummated and accordingly
all state and federal laws applicable to the Proposed
Transactions were complied with to the extent the Proposed
Transactions were undertaken.
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
