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File No. 70-9347
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT No. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND POWER COMPANY
AND
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Names of companies filing this statement and
address of principal executive office)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and addresses of agents for service)
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Form U-1 Application/Declaration under the Public Utility
Holding Company Act of 1935, File No. 70-9347, is hereby amended
by supplying the following exhibit:
F Opinion of Counsel
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SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each undersigned company has duly caused
this statement to be signed on its behalf by the undersigned
officers thereunto duly authorized by each such company.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
____________________________
John G. Cochrane
Treasurer
Date: August 31, 1998
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 Description Page
- ------- ----------- ----
F Opinion of Counsel Filed
herewith
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25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01581
===================================================
August 31, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Power Company and New England Electric
System File No. 70-9347
Dear Commissioners:
New England Power Company (NEP) and New England Electric
System (NEES) filed an Application/Declaration on Form U-1 on
August 21, 1998, relating to a proposed buyback of up to five
million shares of NEP common stock from NEES at the then book
value.
It is my opinion that NEP is a duly organized corporation
under the laws of The Commonwealth of Massachusetts; that NEP has
the corporate authority and has been duly authorized by its board
of directors to repurchase from time to time not exceeding five
million shares of its common stock at the then book value from
NEES; 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 and the direction of the NEES Board of
Directors, to sell securities NEES holds; and that the Board of
Directors of NEES has authorized the proposed purchase of up to
five million common shares of NEP from NEP at the then book
value. No vote of the shareholders of NEP or NEES is required,
nor is the approval of any state or Federal commission necessary
to permit NEP or NEES to complete the proposed NEP share buyback,
other than your Commission under the Public Utility Holding
Company Act of 1935.
Based upon the foregoing and subject to necessary 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 amended:
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(a) All state laws applicable to the proposed transactions
will have been complied with;
(b) NEP is validly organized and duly existing;
(c) NEP will legally acquire its own common shares from NEES
when the stock certificates are duly delivered to NEP and
when the consideration therefor has been received by
NEES; and
(d) The consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by NEES or NEP 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/Robert King Wulff
Robert King Wulff
Corporation Counsel
