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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
:
In the Matter of : CERTIFICATE
: of
CONSOLIDATED NATURAL GAS COMPANY, ET AL. : NOTIFICATION
:
File No. 70-8525 :
:
(Public Utility Holding Company Act of 1935):
____________________________________________
*
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated December 29, 1994 ("Order"), HCAR No. 26210, in the
above-captioned proceeding, the Securities and Exchange Commission authorized
Consolidated Natural Gas Company (CNG) and its wholly-owned, non-utility
subsidiary, CNG Energy Company (now CNG Power Company) to (1) create a new
special purpose subsidiary -- CNG Bear Mountain, Inc. -- and (2) acquire
partnership interests in Bear Mountain, Limited, a Texas partnership which owns
a cogeneration facility located in Bakersfield, California.
CNG has completed the acquisition of partnership interests as of March 29,
1996; the total investment by all CNG companies being $6,493,000.
The "past tense" opinion (required by paragraph F(2) of the instructions to
exhibits for Form U-1) is attached.
CONSOLIDATED NATURAL GAS COMPANY
CNG POWER COMPANY
By J. M. Hostetler
Their Attorney
Dated: April 1, 1996
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April 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Natural Gas Company, et al.
S.E.C. File Number 70-8525
Dear Sirs:
This "past tense" opinion is rendered in accordance with the requirements
of Exhibit F to Form U-1 of the Securities and Exchange Commission
("Commission"). The opinion concerns a completed transaction where CNG Power
Company and CNG Bear Mountain, Inc., acquired ownership interests in a
cogeneration facility located in Bakersfield, California. The Commission
issued an Order (HCAR No. 35-26210) authorizing the transaction on December 29,
1994.
I have examined the Certificate of Incorporation and Bylaws of CNG Power
Company and CNG Bear Mountain, Inc., relating to the transaction proposed in
the Declaration, and such other documents, records, laws and other matters as I
deemed relevant and necessary for the proposes of the opinion.
Based on such examination, I am of the opinion that both CNG entities have
taken all requisite action to consummate the transaction.
Additionally, I am of the opinion that (1) all state laws applicable to
the transaction have been complied with, (2) both CNG entities have legally
acquired ownership interests in the cogeneration facility, (3) the transaction
does not violate the legal rights of the holders of any securities issued by
Consolidated, or CNG Power Company, or any associate company thereof, and (4)
that such has been carried out in accordance with the Commission's December 29
Order.
I hereby consent to the use of this opinion in connection with the filing.
Sincerely,
J. M. Hostetler
Attorney
