EXHIBIT F
[ROPES & GRAY LETTERHEAD]
October 23, 2000
The Securities and Exchange Commission
Washington, D.C. 20549
Re: Eastern Enterprises - Form U-1
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Ladies and Gentlemen:
This opinion is furnished to you in connection with the Form U-1 (the "Form
U-1") to be filed with the Securities and Exchange Commission pursuant to the
Public Utility Holding Company Act of 1935, as amended, by Eastern Enterprises,
a Massachusetts voluntary association ("Eastern"). The Form U-1 is being filed
in connection with the acquisition by Eastern of all of the outstanding shares
(the "EnergyNorth Shares") of common stock, $1.00 par value, of EnergyNorth,
Inc., a New Hampshire gas utility company ("EnergyNorth") in exchange for either
(1) cash or (2) cash and shares (the "Eastern Shares") of common stock, $1.00
par value, of Eastern. The cash consideration or, in the alternative, the
consideration consisting of combined cash and Eastern Shares is to be paid to
the EnergyNorth shareholders pursuant to an Agreement and Plan of
Reorganization, dated as of July 14, 1999, and amended as of November 4, 1999
(the "Eastern/EnergyNorth Merger Agreement"), by and between Eastern and
EnergyNorth providing for the merger (the "Eastern/EnergyNorth Merger") of
EnergyNorth with and into EE Acquisition Company, Inc., a New Hampshire
corporation formed by and a wholly-owned subsidiary of Eastern ("Merger Sub"),
as a result of which EnergyNorth will continue as the surviving corporation. The
form of consideration to be received by EnergyNorth shareholders in the
Eastern/EnergyNorth Merger is contingent upon the continued effectiveness of an
Agreement and Plan of Merger (the "Keyspan/Eastern Merger Agreement") by and
among Eastern, Keyspan Corporation, a New York corporation ("Keyspan"), and ACJ
Acquisition LLC, a Massachusetts limited liability company and a wholly-owned
subsidiary of Keyspan. EnergyNorth shareholders will receive cash consideration
for the EnergyNorth Shares if the Keyspan/Eastern Merger agreement has not been
terminated prior to the effective time of the Eastern/EnergyNorth Merger. If the
Keyspan/Eastern Merger Agreement has been terminated prior to the effective time
of the Eastern/EnergyNorth Merger, however, EnergyNorth shareholders will
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Securities and Exchange Commission -2- October 23, 2000
receive a combination of cash and Eastern Shares in consideration for the
EnergyNorth Shares.
We have acted as counsel for Eastern in connection with the
Eastern/EnergyNorth Merger Agreement and the proposed issuance of the Eastern
Shares contemplated thereby. For purposes of the matters described in paragraphs
2, 5, 6, and 7 of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary.
Further, with respect to the matters addressed in paragraphs 1, 3, and 4 below,
we have relied exclusively, and without independent verification, upon an
opinion delivered to us on October 23, 2000 by McLane, Graf, Raulerson &
Middleton, New Hampshire counsel to EnergyNorth.
We express no opinion as to the applicability of, compliance with or effect
of Federal law or the law of any jurisdiction other than the State of New
Hampshire and The Commonwealth of Massachusetts.
Based on the foregoing, we are of the opinion that:
1. Assuming consummation of the Eastern/EnergyNorth Merger in accordance
with the terms of the Eastern/EnergyNorth Merger Agreement, the
Eastern/EnergyNorth Merger will comply with all applicable provisions of the
laws of the State of New Hampshire.
2. Eastern is validly organized and duly existing as an unincorporated
voluntary association under the laws of The Commonwealth of Massachusetts.
3. Prior to the consummation of the Eastern/EnergyNorth Merger, Merger Sub
will be a corporation duly incorporated, validly existing and in good standing
under the laws of the State of New Hampshire.
4. The shares of capital stock of Merger Sub to be issued to Eastern are
duly authorized, validly existing, fully paid and non-assessable and will
entitle Eastern as the holder thereof to all the rights and privileges
pertaining thereto as set forth in the Charter and By-laws of Merger Sub.
5. The Eastern Shares have been duly authorized and, when issued and
delivered in accordance with the terms of the Eastern/EnergyNorth Merger
Agreement, will be validly issued, fully paid and non-assessable and entitle the
holders thereof to all the rights and privileges pertaining thereto as set forth
in the Declaration of Trust dated July 18, 1929, as amended, and By-laws of
Eastern.
6. Assuming consummation of the Eastern/EnergyNorth Merger in accordance
with the terms of the Eastern/EnergyNorth Merger Agreement, the EnergyNorth
Shares to be acquired by Eastern pursuant to the terms of the
Eastern/EnergyNorth Merger Agreement will be legally acquired by Eastern.
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Securities and Exchange Commission -3- October 23, 2000
7. The consummation of the Eastern/EnergyNorth Merger in accordance with
the terms of the Eastern/EnergyNorth Merger Agreement will not violate any legal
rights of the holders of any issued and outstanding securities of Eastern or any
of its affiliates.
We hereby consent to the filing of this opinion as an exhibit to Eastern's
Form U-1.
It is understood that this opinion is to be used only in connection with
the Form U-1 and may not be relied upon for any other purpose.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
