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File No. 70-7950
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER SERVICE COMPANY
and
NEW ENGLAND ELECTRIC RESOURCES, INC.
(Names 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 in system)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and addresses of agents for service)
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Item 6(a) is hereby amended by supplying the following exhibits:
F-1 Opinion of Counsel
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment No. 4 to Form U-1 (Commission's File No. 70-7950) to be signed on
their behalf, as indicated, by the undersigned officers thereunto duly
authorized by such companies.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
__________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND POWER SERVICE COMPANY
s/Michael E. Jesanis
__________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John G. Cochrane
___________________________________
John G. Cochrane, Treasurer
DATE: June 26, 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 therefor.
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
F-1 Opinion of Counsel Filed herewith
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Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
June 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: File No. 70-7950
Dear Commissioners:
New England Electric System (NEES), New England Power Service Company
(NEPSCO), and New England Electric Resources, Inc. (NEERI) have filed Post
Effective Amendments No. 2 and No. 3 with your Commission in File No. 70-7950
(File No. 70-7950, as amended being referred to herein as the Statement)
requesting authorization for NEERI to, among other things, perform certain
expanded services.
The Statement also requests authorization for NEES to provide initial
financing for NEERI, from time to time through December 31, 1999, for the
transactions outlined in the Statement, such financing not to exceed $10
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, has all approvals necessary for the
transactions contemplated in the Statement. Other than as set forth 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:
(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) NEES, NEPSCO, and NEERI will be validly organized and duly
existing; and
(c) 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
