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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.
File No. 70-7903
Gentlemen:
In compliance with the terms and conditions of Rule 24 under the Public
Utility Holding Company Act of 1935, and the Orders of the Commission dated
September 20, 1991, June 11, 1993 and September 12, 1994 ("the Orders")
authorizing transactions, as more fully described in the
Application-Declaration, as amended (the "Application"), the undersigned hereby
certifies to the Commission that the Amended and Restated Secured Revolving
Credit Agreement dated September 15, 1994 authorized by Order of the Commission
dated September 12, 1994, was terminated on November 28, 1995.
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
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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.
File No. 70-7903
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. 70-7903), as amended by
Amendment Nos. 1, 2 and 3 and Post-Effective Amendment Nos. 1, 2, 3, 4, 5 and 6
(hereinafter referred to together as the "Application-Declaration"), relating
to the debtor-in-possession financing as described in the
Application-Declaration.
The debtor-in-possession financing, as more fully described in the
Application-Declaration, is hereinafter sometimes referred to as the "Proposed
Transaction."
In connection with the foregoing, I have examined:
(i) the Application-Declaration,
(ii) the Amended and Restated Credit Agreement dated September 15,
1994, between Columbia and Chemical Bank, approved by FINAL
ORDER AUTHORIZING THE COLUMBIA GAS SYSTEM, INC., TO AMEND
SECURED REVOLVING CREDIT AGREEMENT AND SECURITY AGREEMENT of the
United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") entered August 16, 1994 and by order of the
Commission dated September 12, 1994 (HCAR No. 35-26120),
superseding the Secured Revolving Credit Agreement dated
September 23, 1991, and the form of note annexed thereto,
approved by FINAL ORDER AUTHORIZING COLUMBIA GAS SYSTEM, INC.
TO (i) BORROW MONIES AND (ii) GRANT SENIOR AND JUNIOR LIENS AND
SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS PURSUANT TO 11
U.S.C. Section 364(c) of the Bankruptcy Court entered September
10, 1991, and by order of this Commission dated September 20,
1991 (HCAR No.
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35-25380);
(iii) copies of the Restated Certificate of Incorporation and Bylaws
of Columbia; 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 thereon, I am of the opinion,
assuming that all taxes and government charges in connection with such
transaction have been paid, that:
(a) all state and federal laws applicable to the Proposed
Transaction have been complied with;
(b) the note issued by Columbia as part of the Proposed
Transaction was a valid and binding obligation of Columbia
in accordance with its terms;
(c) the obligations of Columbia arising under the terms of the
Amended and Restated Credit Agreement were valid and
binding obligations of Columbia in accordance with their
terms;
(d) the consummation of the Proposed Transaction did not
violate the legal rights of the holders of any securities
issued by Columbia or any associate company thereof; and
(e) the Proposed Transaction was consummated 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
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
