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File No. 70-8783
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N. W.
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
and
NEW ENGLAND ELECTRIC RESOURCES, 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 the participating companies herein)
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 Exhibit attached
hereto:
Exhibit F-2 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 Post-Effective Amendment
No. 2 to Form U-1 Application/Declaration (Commission's File No. 70-8783) 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
By
Michael E. Jesanis
Treasurer
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John G. Cochrane
By
John G. Cochrane
Treasurer
Date: May 29, 1997
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
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Exhibit Description Page
- ------- ----------- ----
F-2 Opinion of Counsel Filed herewith
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Exhibit F-2
25 Research Drive, Westborough, Massachusetts 01582
===================================================
May 29, 1997
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
RE: File No. 70-8783
Dear Commissioners:
New England Electric System (NEES) and New England Electric Resources,
Inc. (NEERI) filed a Statement on Form U-1 with your Commission dated January
25, 1996, an Amendment No. 1 thereto dated January 29, 1996, an Amendment No. 2
thereto dated February 27, 1996, and a Post-Effective Amendment No. 1 thereto
dated April 8, 1997 (the Statement) requesting authorization for NEES and NEERI
to, among other things, acquire interests in, finance the acquisition, and hold
the securities, of one or more Exempt Wholesale Generators (EWGs), as defined
in the Public Utility Holding Company Act of 1935 (the Act), and/or Foreign
Utility Companies (FUCOs), as defined in the Act, either directly, or
indirectly through new subsidiary companies organized to engage, directly or
indirectly, and exclusively, in the business of owning and holding the
interests and securities of one or more EWGs and/or FUCOs, and in project
development activities relating to the acquisition of such interests and
securities and the underlying electrical generation, transmission and
distribution projects (Project Parents).
The Statement also requests authorization for NEES to finance, from time
to time through December 31, 1998, the activities of NEERI and Project Parents
for the transactions outlined in the Statement.
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 NEERI, 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:
(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) NEERI, NEES, and the Project Parents will be validly organized and
duly existing;
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(c) When issued and sold as described in the Statement, any securities,
in the case of stock, of Project Parents 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, NEERI and/or NEES, as
the case may be, will legally acquire any securities issued and
sold by Project Parents in accordance with the Commission's
authorization of the transactions contemplated by the Statement and
NEES, NEERI and/or Project Parents will legally acquire any
securities issued and sold by EWGs or FUCOs in accordance with the
Commission's authorization of the transactions contemplated by the
Statement;
(e) When issued as described in the Statement, any debt securities
issued by Project Parents to non-affiliates, and any NEES and/or
NEERI guarantee in respect thereof entered into in accordance with
the Commission's authorization of the transactions contemplated by
the Statement will be valid and binding obligations of the Project
Parent, NEES, and NEERI, respectively, in accordance with their
terms, subject to laws of general application with respect to
rights and remedies of creditors and subject to equitable
principles; and
(f) 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, NEERI, 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
