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[COLUMBIA GAS SYSTEM LETTERHEAD]
January 10, 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. ("Columbia")
File No. 70-8575
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 17, 1995 (the "Order") authorizing transactions as more fully described
in the Application-Declaration as amended (the "Application"), the undersigned
hereby certifies that Columbia made a loan to the Employee's Thrift Plan of
Columbia Gas on September 20, 1995 in the amount of $4,182,649.63. The
undersigned further certifies that the above-mentioned transaction has been
carried out in accordance with the terms and conditions of, and for the
purposes requested by, the Application, as amended, filed by Columbia with the
Commission and the Order of the Commission with respect thereto.
The undersigned 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 9, 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. 70-8575
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. 70-8575), as amended by
Amendment Nos. 1 and 2 (hereinafter referred to together as the
"Application-Declaration"), relating to the loan by Columbia of $4.3 million,
evidenced by a note (the "Note"), to the Employees' Thrift Plan of Columbia Gas
System Trust (the "Thrift Plan Trust"), in order to alleviate the hardship on
plan participants, each of whom is an employee of one of sixteen wholly-owned
Columbia subsidiaries, incurred as a result of the seizure of Confederation
Life Insurance Company of Canada by Canadian and U.S. governmental
authorities.
The loan by Columbia to the Thrift Plan Trust, 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 Promissory Note evidencing the loan;
(iii) copies of 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 March 8,
1995, approving the Proposed Transaction;
(v) the Closing Agreement On Final Determination Covering Specific
Matters between the United States Internal Revenue Service (the
"Service") and Columbia, et al., providing that the Service
will
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treat the Employees' Thrift Plan of Columbia as not
failing to satisfy the requirements of section 401(a) of the
Internal Revenue Code;
(vi) the Exemption issued by the United States Department of Labor,
dated June 21, 1995, allowing Columbia to undertake the
Proposed Transaction;
(vii) the Order of the Commission approving the Proposed Transaction
(HCAR No. 62274 April 17, 1995); and
(viii) 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) Columbia received an order from the Bankruptcy Court
authorizing the loan to the Thrift Plan Trust;
(c) Columbia is a validly organized and duly existing
corporation in good standing under the laws of the
State of Delaware;
(d) the Note evidencing the loan to the Thrift Plan Trust
as part of the Proposed Transaction is a valid and
binding obligation of the Thrift Plan Trust in
accordance with the terms of such Note;
(e) the consummation of the Proposed Transaction does not
violate the legal rights of the holders of any
securities issued by Columbia or any associate
company thereof; and
(f) the Proposed Transaction was consummated in
accordance with the Application-Declaration.
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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
