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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
:
In the Matter of :
:
CONSOLIDATED NATURAL GAS COMPANY, ET AL. : CERTIFICATE
: OF
File No. 70-8371 : NOTIFICATION
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated December 10, 1996 (HCAR No. 26619) in the above captioned
proceedings, the Securities and Exchange Commission ("Commission") permitted
the Application-Declaration of Consolidated Natural Gas Company
("Consolidated"), The East Ohio Gas Company ("EOG") and West Ohio Gas Company
("WOG") to become effective, and authorized the merger ("Merger") of WOG into
EOG. The Merger became effective on January 1, 1997 pursuant to a Certificate
of Merger duly filed with the Secretary of State of the State of Ohio under the
Ohio Revised Code.
As a result of the Merger, 1,499 shares of WOG common stock, $10,000 par
value per share, were cancelled and extinguished, and 4,759,353 shares of EOG
common stock, $50 par value per share, remained outstanding. Pursuant to the
terms of the Merger, EOG, as the surviving corporation, succeeded to all of the
rights, privileges, powers and franchises of both EOG and WOG, and also became
subject to all of the restrictions, disabilities, liabilities and duties of
both constituent corporations.
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The "past tense" opinion required by paragraph F(2) of the instructions as
to exhibits for Form U-1 is filed herewith as Exhibit A.
CONSOLIDATED NATURAL GAS COMPANY
THE EAST OHIO GAS COMPANY
(for itself and as successor
to West Ohio Gas Company)
By N. F. Chandler
Their Attorney
Dated this 6th day
of January, 1997
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EXHIBIT A
January 6, 1997
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 "past tense" opinion is rendered on behalf of Consolidated
Natural Gas Company ("Consolidated"), a Delaware corporation, and The East Ohio
Gas Company ("EOG"), an Ohio corporation, for itself and as successor to West
Ohio Gas Company ("WOG"), in accordance with the requirements of Exhibit F(2)
of the instructions as to exhibits to Form U-1 of the Securities and Exchange
Commission ("SEC"). This opinion is rendered with respect to the merger
("Merger") of WOG, a wholly-owned subsidiary of Consolidated, into EOG, also a
wholly-owned subsidiary of Consolidated, the subject of the Application-
Declaration ("Application-Declaration") before the SEC at File No. 70-8929.
I have examined the Certificate of Incorporation and Bylaws of
Consolidated, EOG and WOG, their respective corporate minutes relating to the
Merger, the Agreement and Plan of Merger ("Agreement"), the Application -
Declaration, the SEC's order dated December 10, 1996 (HCAR No. 26619)
permitting such Application-Declaration to become effective, the Rule 24
Certificate of Notification being filed concurrently herewith, and such other
documents and records deemed necessary or appropriate in the circumstances.
Based on the aforesaid examination and relying thereon, I am of the opinion
that:
(a) All state laws applicable to the transaction have been complied with;
(b) 1,499 shares of WOG common stock, $10,000 par value per share, were
cancelled and extinguished and 4,759,353 shares of EOG common stock,
$50 par value per share, remain outstanding with the holder thereof
entitled to the rights and privileges appertaining thereto set forth in
EOG's Certificate of Incorporation;
(c) EOG is validly organized and duly existing;
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(d) The obligations of EOG in open account advances made pursuant to the
authorization requested in the Application-Declaration are and will be
valid and binding obligations of EOG in accordance with their terms;
(e) The consummation of the proposed transaction did not violate the legal
rights of the holders of any securities issued by Consolidated, EOG or
any associate company thereof; and
(f) The transaction has been carried out in accordance with the provisions
of the Application-Declaration and the related order of the SEC.
I hereby consent to the use of this opinion as an exhibit to the said
Certificate of Notification.
Very truly yours,
N. F. Chandler
Attorney
