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File No. 70-8921
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
AMENDMENT NO. 3
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
and
NEES ENERGY, INC.
(Name of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Michael E. Jesanis Kirk L. Ramsauer
Treasurer Associate General Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and address of agents for service)
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1. Item 6(a) is hereby amended by supplying the following
exhibits:
F Opinion of Counsel
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 3 to their Application/Declaration on Form U-1
to be signed on their behalf, as indicated by the undersigned
officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
_______________________________________
Michael E. Jesanis, Treasurer
NEES ENERGY, INC.
s/John G. Cochrane
_______________________________________
John G. Cochrane, Treasurer
Dated: December 12, 1996
The name "New England Electric System" means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer or agent thereof assumes
or shall be held to any liability therefore.
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EXHIBIT INDEX
EXHIBIT NO. Description Page
- ----------- ------------------------- ----------
F Opinion of Counsel Filed herewith
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Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
December 12, 1996
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: File No. 70-8921
Dear Commissioners:
New England Electric System (NEES) and NEES Energy, Inc.
(NEES Energy) have filed a Statement on Form U-1 with your
Commission dated September 18, 1996, and Amendments thereto,(the
Statement) requesting, among other things, authorization for NEES
Energy to invest, from time to time, not exceeding $50 million in,
and be a voting member of, AllEnergy Marketing Company, L. L. C., a
limited liability corporation formed under the laws of The
Commonwealth of Massachusetts to engage in the marketing of energy
and related services and products as outlined in the Statement.
NEES Energy proposes to own not exceeding a fifty percent (50%)
voting interest in AllEnergy LLC.
The Statement also requests authorization for NEES to
provide initial financing for NEES Energy's investment in
AllEnergy LLC by making capital contributions and/or loans to NEES
Energy from time to time through December 31, 2001, provided that
such NEES financing shall not be in excess of $50 million in the
aggregate outstanding at any one time.
It is my opinion that NEES, a voluntary association duly
created in The Commonwealth of Massachusetts under an Agreement
and Declaration of Trust dated as of January 2, 1926, as amended,
and NEES Energy, a Massachusetts corporation, have all approvals
necessary for the transactions contemplated in the Statement. No
approval of any state or federal commission is necessary to take
these actions other than the Securities and Exchange Commission.
Based upon the foregoing and subject to appropriate action by
the Securities and Exchange Commission under the Act, it is my
opinion that, in the event the proposed transactions are
consummated in accordance with the Statement:
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(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) AllEnergy LLC will be validly organized and duly
existing;
(c) When issued and sold as described in the Statement, any
securities of AllEnergy LLC issued and sold in
accordance with the Commission's authorization of the
transactions contemplated by the Statement, will be
validly issued, fully paid, and non-assessable, and the
holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the
corporate documents defining such rights and privileges;
(d) When acquired as described in the Statement, NEES Energy
will legally acquire any securities issued and sold by
AllEnergy LLC in accordance with the Commission's
authorization of the transactions contemplated by the
Statement;
(e) The consummation of the proposed transactions as
described in the Statement will not violate the legal
rights of any holder of securities issued by NEES or any
associate company thereof.
I hereby consent to the use of this opinion in connection
with the statement on Form U-1, as amended, filed with the
Securities and Exchange Commission with reference to the proposed
transactions.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
