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[COLUMBIA GAS SYSTEM LETTERHEAD]
January 10, 1996
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. 70-8317
Gentlemen:
In accordance with the terms and conditions of Rule 24 under the
Public Utility Holding Company Act of 1935 and the Order dated February 25,
1994 authorizing the transaction as more fully described in the
Application-Declaration, as amended, the undersigned hereby certifies that
during the period from October 1, 1995 through December 31, 1995, CG purchased
140 shares of stock in CLG for the purchase price of $1,008,000 and CLG
purchased 80 shares of common stock in its subsidiary CLNG Corporation (a CLG
subsidiary as defined in the Application-Declaration) for the purchase price of
$80,000.
The undersigned hereby transmits to the Commisstion the attached "past
tense" Opinion of Counsel to complete this file.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ L. J. Bainter
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L. J. Bainter, Treasurer
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January 4, 1996
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. 70-8317
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. 70-8317) as amended by
Amendment Nos. 1, 2, and 3 and Post-Effective Amendment Nos. 1, 2 and 3 (the
"Application-Declaration"), of Columbia and Columbia LNG Corporation ("CLG")
relating to Columbia's equity financing of CLG (the "Proposed Transaction").
In connection with the above, I have examined:
(i) the Application-Declaration;
(ii) copies of the Restated Certificates of Incorporation and
Bylaws of Columbia and CLG;
(iii) the Orders of the U.S. Bankruptcy Court for the District of
Delaware dated A) August 2, 1991, authorizing Columbia to
acquire, in the ordinary course and in accordance with
pre-petition practice as approved by orders of this
Commission, common stock and notes issued by its subsidiaries,
B) January 12, 1994, authorizing Columbia to recapitalize CLG
upon terms set forth in the Application-Declaration and upon
this Commission's approval, and C) January 25, 1995,
authorizing an additional equity contribution by Columbia to
CLG; and
(vi) 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
that all taxes and government charges in connection with the Proposed
Transaction have been paid, I am of the opinion that:
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(a) CLG is duly incorporated and validly existing in good standing
as a corporation under the laws of the State of Delaware;
(b) all state laws applicable to the Proposed Transaction have
been complied with;
(c) the consummation of the Proposed Transaction did not violate
the legal rights of the holders of any securities issued by
Columbia, CLG, or by any associate company thereof;
(d) the common stock issued by CLG is fully paid, non-assessable
and Columbia, as the holder thereof, is entitled to the rights
and privileges appertaining thereto as set forth in the
Articles of Incorporation of the issuing company; and
(e) the Proposed Transaction contemplated by the
Application-Declaration was consummated in accordance with the
express provisions of 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
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
