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File No. 70-8901
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Amendment No. 1
To
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Name of Company filing this statement and
address of Principal Executive Office)
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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Form U-1 Application/Declaration under the Public Utility
Holding Company Act of 1935, File No. 70-8901, is hereby amended
as follows:
1. Item 6 is amended by supplying Exhibit F, Opinion of
Counsel, filed herewith.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf, as indicated, by the
undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By: _______________________________________
Michael E. Jesanis
Treasurer
Dated: September 23, 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
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September 23, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8901
Dear Commissioners:
New England Electric System (NEES) has filed an
Application/Declaration on Form U-1 on August 22, 1996, relating
to short-term borrowings by NEES from banks in amounts not to
exceed a maximum aggregate principal amount of $100,000,000
outstanding at any one time.
It is my opinion that NEES is 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;
that the Trustee of NEES, State Street Bank and Trust Company, has
power with the consent or at the direction of the NEES Board of
Directors, to borrow money, and to issue bonds or other securities
or obligations therefor; and that the Board of Directors of NEES
has authorized borrowing to a maximum of $60,000,000. I have been
advised that NEES will not exceed that limitation unless and until
the Board of Directors so authorizes. No vote of the shareholders
of NEES is required, nor is the approval of any state or Federal
commission necessary to permit NEES to make such borrowings other
than the Securities and Exchange Commission.
Based upon the foregoing and subject to necessary action by
the Board of Directors of NEES as well as appropriate action by the
Commission under the Public Utility Holding Company Act of 1935,
it is my opinion that, in the event the proposed transactions are
carried out in accordance with the statement on Form U-1 as it is
now being amended:
(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) NEES is validly organized and duly existing, and the
notes representing the borrowings, when duly executed
and delivered and when the consideration therefore has
been received, will be valid and binding obligations of
NEES in accordance with their terms, subject to laws of
general application affecting the rights and remedies of
creditors; and
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(c) The consummation of the proposed transactions will not
violate the legal rights of the holders of any
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 said
transactions.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
