<PAGE> Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
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January 3, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-9673
Dear Commissioners:
National Grid USA Service Company, Inc. filed a Statement on Form U-1
with your Commission dated April 28, 2000, and Amendments No. 1 and 2 dated
June 22, 2000 and December 29, 2000, respectively (the Statement), requesting,
among other things, authorization for a distributive dividend and return of
capital in order to reduce the equity in the Service Company.
No approval of any state or other Federal commission is necessary to take
these actions other than that of the Securities and Exchange Commission.
Based upon the foregoing, and subject to appropriate action by your 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)The Service Company will be duly organized and validly existing;
(c)National Grid USA will legally acquire the dividend;
(d)The consummation of the proposed transaction will not violate the
legal rights of the holders of any securities of the Service Company 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
Deputy General Counsel
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