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SECURITIES AND EXCHANGE COMMISSION
File No. 70-09195
Eastern Enterprises
Applicant's Certificate of Completion pursuant to Rule 24
The applicant, Eastern Enterprises, hereby certifies that its acquisition of the
capital stock of Essex County Gas Company, the subject of Eastern's Application
on Form U-1 which was granted by order of the Commission dated September 30,
1998, has been carried out in accordance with the terms and conditions of and
for the purposes represented in the said Application and Order.
The acquisition was effected by consummation of the merger into Essex County Gas
Company of a wholly-owned subsidiary of Eastern Enterprises, as a result of
which Eastern holds all the issued and outstanding capital stock of Essex County
and the former stockholders of Essex County hold Common shares of Eastern
Enterprises, as described in the Application and the S-4 Registration Statement
of Eastern included in the Application as an exhibit.
EXHIBIT TO THIS CERTIFICATE
1. Opinion of Foley, Hoag & Eliot LLP
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
l935, the undersigned company has duly caused this Certificate to be signed on
its behalf by the undersigned officer thereunto duly authorized.
EASTERN ENTERPRISES
/s/ Walter J. Flaherty
Walter J. Flaherty
Senior Vice President and Chief
Financial Officer
Date: November 4, 1998
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INDEX TO EXHIBITS
1. Opinion of Foley, Hoag & Eliot LLP
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FOLEY, HOAG & ELIOT LLP
One Post Office Square
Boston, Massachusetts 02109
November 4, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We have acted as special counsel to Eastern Enterprises, a Massachusetts
voluntary association ("Eastern") in connection with the acquisition by Eastern
of all of the outstanding shares of common stock, no par value, of Essex County
Gas Company, a Massachusetts gas utility company ("Essex County") in exchange
for shares of common stock, $1.00 par value, of Eastern pursuant to an Agreement
and Plan of Merger, dated as of December 19, 1997 (the "Merger Agreement"), by
and between Essex County and Eastern providing for the merger (the "Merger") of
a Massachusetts corporation wholly owned by Eastern with and into Essex County,
as a result of which Essex County is the surviving corporation.
In that capacity, we have participated in the preparation and filing of
Eastern's Application to the Commission on Form U-1 (the "Application") for
approval of the acquisition pursuant to Section 10 of the Public Utility Holding
Company Act of 1935, as amended, and we have examined the Commission's order
dated September 30, 1998 (the "Order") approving the Application. For purposes
of this opinion, we have examined and relied upon such documents, records,
certificates, and other instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with, or
effect of the law of any jurisdiction other than the United States of America
and The Commonwealth of Massachusetts.
Based on the foregoing, we are of the opinion that the acquisition
transaction described in the Application has been carried out in accordance with
the Application and the Order, by consummation of the Merger in accordance with
the terms of the Merger Agreement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By /s/ David W. Walker
a partner
DWW/kmw
