SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of )
National Grid USA, et. al. )
) Certificate Pursuant to Rule 24
File No. 70-9537 ) of Completion of Transactions
)
Public Utility Holding Company )
Act of 1935 )
This Certificate of Notification is filed by National Grid USA, a
Delaware corporation ("Grid USA"), in connection with the transactions proposed
in Grid USA's Application/Declaration on Form U-1 (File No. 70-9537), as amended
(the "Application"), and authorized by order of the Commission dated April 14,
2000 (Release No. 35-27166). Pursuant to Rule 24 under the Act, 17 C.F.R.
section 250.24 (1999), Grid USA hereby certifies that the transactions have been
carried out in accordance with the terms and conditions of and for the purposes
represented in the Application and of the Commission's order with respect
thereto.
Exhibit
F-5 Past-tense opinion of counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Certificate to be signed
on its behalf by the undersigned thereunto duly authorized.
NATIONAL GRID USA
BY:
/s/ Kirk Ramsauer
------------------------------
Name: Kirk Ramsauer
Title: Deputy General Counsel
Dated: May 9, 2000
<PAGE>
25 Research Drive, Westborough, Massachusetts 01582
May 9, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form U-1 Application/Declaration Seeking Approvals Related to the
Proposed Combination of National Grid USA (formerly New England
Electric System) and Eastern Utilities Associates - File No. 70-9537
Ladies and Gentlemen:
National Grid USA (formerly New England Electric System) (hereinafter
referred to as "Grid USA") has acquired Eastern Utilities Associates ("EUA"),
with Grid USA being the surviving entity, pursuant to an Application/Declaration
on Form U-1 (File No. 70-9537), permitted to become effective by order of the
Commission dated April 14, 2000 (Holding Co. Act Release No. 35-27166). Grid USA
is a registered holding company under the Public Utility Holding Company Act of
1935 (the "Act") and is a member of the National Grid Group plc holding company
system, also registered under the Act. The Application/Declaration also covers
the acquisition of common shares related to the mergers of Eastern Edison
Company and Massachusetts Electric Company ("Mass. Electric"), with Mass.
Electric being the surviving entity; Montaup Electric Company and New England
Power Company ("NEP"), with NEP being the surviving entity; Blackstone Valley
Electric Company, Newport Electric Corporation, and The Narragansett Electric
Company ("Narragansett"), with Narragansett being the surviving entity; and EUA
Service Corporation and New England Power Service Company ("Service Company"),
with Service Company being the surviving entity. Grid USA also indirectly
acquired EUA's non-utility business. In connection with these mergers,
securities were issued, indebtedness assumed, and guarantees assumed, all as
more fully described in the Application/Declaration. Authorization for payment
of dividends out of surplus also was requested. I am Deputy General Counsel for
Grid USA and the companies in its holding company system and am familiar with
the transactions covered by the Application/Declaration for which approval was
granted (the "Transactions") under the Act.
I am a member of the bar of Massachusetts. I am not a member of the
bar of any other country or state of the United States in which certain of the
Applicants are incorporated or qualified to do business, and do not hold myself
out as an expert in the laws of such states, although I have consulted and will
consult with counsel who are experts in such laws. For purposes of this opinion,
to the extent I deemed necessary, I have relied on advice from counsel employed
or retained directly or indirectly by Grid USA.
In connection with this opinion, I or attorneys in whom I have
confidence, have examined originals or copies, certified or otherwise identified
to my satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Application/Declaration.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
o All required approvals, authorizations, consents, certificates,
rulings and orders of, and all findings and registrations with,
all applicable federal and state commissions and regulatory
authorities with respect to the Transactions have been obtained
or made, as the case may be (including the approval of the
Commission under the Act), and the Transactions have been
accomplished in accordance with all such approvals,
authorizations, consents, certificates, orders, filings and
registrations.
o The appropriate corporate actions have been taken by both the
issuer and acquirer of the securities contemplated by the
Application/Declaration and the documents transferring the
securities have been duly authorized, executed and delivered with
all appropriate transfer or other taxes paid.
o Grid USA and each of its subsidiaries and associate companies
involved in the proposed transactions, at the time of the
proposed transactions, were a duly incorporated corporation or
duly formed limited liability company or partnership in the
jurisdiction in which it was domiciled.
o No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed below.
Based upon the foregoing and subject to the assumptions,
qualifications, limitations, conditions and exceptions set forth herein, it is
my opinion that, in connection with consummation of the Transactions:
(a) all state and federal laws applicable to the proposed
transactions have been complied with;
(b) the issuer of any securities proposed in the
Application/Declaration was duly formed or incorporated under the
laws of the jurisdiction in which it was domiciled;
(c) such securities were validly issued, fully paid and
nonassessable, and the holders thereof were entitled to the
rights and privileges appertaining thereto set forth in the
charter or other document defining such rights and privileges;
(d) the Applicants legally acquired any securities or assets subject
to this Application/Declaration, and;
(e) the consummation of the proposed transactions did not violate the
legal rights of the holders of any securities issued by the
Applicants.
I hereby consent to the filing of this opinion as an exhibit to the
Certificate.
Very truly yours,
/s/ Kirk Ramsauer
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Deputy General Counsel
National Grid USA
