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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. 70-8659
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 October 2, 1995, the undersigned hereby certifies that during the period
from October 2, 1995 through November 28, 1995, there were no applicable
transactions.
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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December 26, 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.
File No. 70-8659
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. 70-8659), as amended by
Amendment No. 1 (hereinafter referred to together as the "Application-
Declaration"), relating to the proposed interest rate hedge transactions by
Columbia to limit its exposure to a rise in long-term interest rates
prior to the issuance of approximately $2.1 billion of fixed rate debt
(the "New Indenture Securities") upon its emergence from bankruptcy. No such
transactions took place.
The interest rate hedging program, 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 form of New Indenture utilized for the issuance of the New
Indenture Securities;
(iii) copies of the Restated Certificate of Incorporation and Bylaws
of Columbia;
(iv) the Order Authorizing Interest-Rate Hedge Program of the
United States Bankruptcy Court for the District of Delaware
dated September 29, 1995; and
(v) such other documents, records and matters of law as I deemed
necessary to enable me to render this opinion.
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Based upon the foregoing and relying thereon, I am of the
opinion that since no applicable transactions took place:
The Proposed Transaction contained in the Application-
Declaration was never consummated and accordingly
all state and federal laws applicable to the Proposed
Transaction were complied with, Columbia is a validly
organized and duly existing corporation in good standing under
the laws of the State of Delaware and the Proposed Transaction
did not violate the legal rights of the holders of any
securities issued by Columbia or any associate company
thereof.
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
