<PAGE> 1 File Number 70-8929
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
THE EAST OHIO GAS COMPANY
1717 East Ninth Street
Cleveland, Ohio 44114
WEST OHIO GAS COMPANY
319 W. Market Street
Lima, Ohio 45802
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President N. F. CHANDLER, General Attorney
and General Counsel Consolidated Natural Gas
Consolidated Natural Gas Company Service Company, Inc.
CNG Tower CNG Tower
625 Liberty Avenue 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199 Pittsburgh, Pennsylvania
15222-3199
<PAGE> 2 File Number 70-8929
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company and the other joint applicants named
herein hereby amend the response under Item 6 in the Form U-1 under the
above indicated file number as follows:
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statements are made a part of
this statement:
(a) Exhibits
F Opinion of Counsel for Consolidated, WOG and EOG.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be
signed on their respective behalf by the undersigned thereunto duly
authorized.
CONSOLIDATED NATURAL GAS COMPANY
THE EAST OHIO GAS COMPANY
WEST OHIO GAS COMPANY
By N. F. Chandler
Their Attorney
Date: November 19, 1996
<PAGE> 1
Exhibit F
November 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8929
Dear Ladies and Gentlemen:
The following opinion is rendered on behalf of Consolidated Natural Gas
Company ("Consolidated"), a Delaware corporation, West Ohio Gas Company
("WOG"), an Ohio corporation and a wholly-owned subsidiary of Consolidated,
and The East Ohio Gas Company ("EOG"), an Ohio corporation and a wholly-
owned subsidiary of Consolidated, in accordance with the requirements of
Exhibit F to Form U-1 of the Securities and Exchange Commission ("SEC")
with respect to the proposed merger ("Merger") of WOG into EOG, the subject
of the Application-Declaration ("Application-Declaration") before the SEC
at File No. 70-8929.
I have examined the Certificates of Incorporation and Bylaws of
Consolidated, WOG and EOG, their respective corporate minutes relating to
the Merger, the Agreement and Plan of Merger ("Agreement"), the
Application-Declaration, and such other documents and records deemed
necessary or appropriate in the circumstance.
At the time of the merger pursuant to the Agreement, each issued and
outstanding share of WOG common stock, $10,000 par value each, will be
cancelled and extinguished, and each issued and outstanding share of EOG
common stock, $50 par value each, will remain as one issued and outstanding
share of EOG common stock, $50 par value each.
Based on the aforesaid examination and relying thereon, I am of the
opinion that all requisite action has been taken by Consolidated and its
two subsidiaries which are parties to said Application-Declaration, except
the actual carrying out thereof.
In the event the proposed transactions are consummated in accordance
with said Application-Declaration, I am of the opinion that:
(a) All state laws applicable to the proposed transactions will have
been complied with;
<PAGE> 2
(b) WOG and EOG are validly organized and duly existing;
(c) The shares of EOG Stock which are outstanding immediately prior to
the Merger will continue to be validly issued, fully paid and
nonassessable immediately subsequent to the Merger, and the holder
thereof will be entitled to the rights and privileges appertaining
thereto set forth in EOG's Certificate of Incorporation;
(d) The open account advances, long-term loans and other debt
securities of WOG, if any, which are outstanding immediately prior
to the Merger will, subsequent to the Merger, be valid and binding
obligations of EOG in accordance with their terms; and
(e) The consummation of the proposed transaction will not violate the
legal rights of the holders of any securities issued by
Consolidated, WOG, EOG or by any associate company thereof.
I hereby consent to the use of this opinion in connection with the
aforesaid Application-Declaration, as amended.
Very truly yours,
N. F. Chandler
Attorney
