SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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In the Matter of :
NEWPORT ELECTRIC CORPORATION : Certificate of Notification
Middletown, Rhode Island : Pursuant to Rule 24
(70-8183) :
(Public Utility Holding Company Act of 1935):
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Newport Electric Corporation ("Newport"), a subsidiary of Eastern
Utilities Associates ("EUA"), a registered holding company, in accordance
with the Orders of the Securities and Exchange Commission entered in the
above matter on December 29, 1993 and January 4, 1994 hereby certify
pursuant to Rule 24 that Newport issued $7,925,000 of variable rate
revenue refunding bonds on January 6, 1994. Accompanying this
Certificate of Notification as Exhibit A is a Past Tense Opinion of
Counsal.
NEWPORT ELECTRIC CORPORATION
By: Clifford J. Hebert, Jr.
Treasurer
date: April 27, 1995
April 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re:File No. 70-8183
Newport Electric Corporation Application/Declaration
with Respect to Certain Financings--Past Tense Opinion
Dear Ladies and Gentlemen:
As counsel for Newport Electric Corporation ("Newport") we
are furnishing this opinion to be filed by Newport at the time of
filing of its Certificate of Notification pursuant to Rule 24 in
connection with the application-declaration on Form U-1 under the
Public Utility Holding Company Act of 1935 (the "Act") filed by
Newport with the Securities and Exchange Commission (the
"Commission") on April 6, 1993, File No. 70-8183, as amended,
(the "Application-Declaration"). In the Application-Declaration,
Newport requested Commission authorization, through the period
ending December 31, 1994, to issue or to cause to be issued up to
$7,925,000 aggregate principal amount of tax-exempt bonds (the
"New Bonds"). The Commission issued an order on December 29,
1993 (Release No. 35-25967) and a Supplemental Order on January
4, 1994 (Release No. 35-25970) authorizing the transactions
described below.
The New Bonds were issued on behalf of Newport by the Rhode
Island Port Authority and Economic Development Corporation (the
"Authority"), pursuant to a Trust Indenture by and between the
Authority and Rhode Island Hospital Trust National Bank, as
trustee (the "Indenture"). The proceeds therefrom were loaned to
Newport under a loan agreement by and between Newport and the
Authority (the "Loan Agreement"). The New Bonds were issued as
variable rate bonds at an initial floating rate of less than 5%.
Interest rate periods are determined by the Company as set forth
in the Indenture and the New Bonds will mature on December 1,
2011. The interest rate is determined by Goldman Sachs & Co. as
remarketing agent pursuant to a remarketing agreement (the
"Remarketing Agreement"). During variable interest rate periods,
a letter of credit is provided by the Canadian Imperial Bank of
Commerce through its New York agency under a Reimbursement
Agreement with Newport. The New Bonds may also be converted, at
the option of the Company, to fixed rate bonds for their
remaining life at an interest rate which shall not exceed 11% per
annum. In the event the Company converts the New Bonds to fixed
rate bonds, the Company will provide for the issuance of an
irrevocable letter of credit to ensure payment of the then
outstanding principal, premium, if any, and interest thereon.
Interest rate periods will be determined by Newport as set forth
in the Indenture. The proceeds from the issuance and sale of the
New Bonds were used to refund outstanding tax-exempt bonds issued
by the Authority on behalf of Newport in 1982 and in 1988.
This opinion is the past-tense opinion required by the
instructions as to exhibits for Form U-1. It is our opinion,
subject to the assumptions, exceptions and qualifications
hereinafter stated in conjunction with the transactions described
above (the "Transactions") that:
(a) all state laws applicable to the
Transactions have been complied with by
Newport.
(b) Newport, the obligor under the Loan Agreement is
a validly organized and duly existing corporation
under the laws of the State of Rhode Island and
Newport's obligations under the Loan Agreement are
the valid and binding obligations of Newport in
accordance with the terms thereof.
(c) the consummation of the Transactions did not
violate the legal rights of the holders of any of
the securities issued and outstanding by Newport's
associate companies at the time of the
consummation of the Transactions, Eastern
Utilities Associates ("EUA"), Eastern Edison
Company ("Eastern Edison"), Blackstone Valley
Electric Company ("Blackstone"), EUA Cogenex
Corporation ("Cogenex"), EUA Service Corporation
("EUA Service"), Montaup Electric Company
("Montaup"), EUA Energy Investment Corporation
("EEIC"), EUA Ocean State Corporation ("EUA Ocean
State"), Ocean State Power I ("OSP I"), Ocean
State Power II ("OSP II"), OSP Finance Company
("OSP Finance") and Eastern Unicord Corporation
("Unicord").
This opinion, is also subject to the following additional
assumptions:
1. compliance with such orders as the Commission may issue
from time to time upon the Application-Declaration, as
amended;
2. that requirements of applicable state securities or
"blue sky" laws have been complied with;
3. that the enforceability of the proposed transactions
may be subject to and affected by applicable
bankruptcy, receivership, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws
affecting the enforcement of the rights and remedies of
creditors generally (including, without limitation,
such as may deny giving effect to waivers of rights to
debtors or guarantors); and such duties and standards
as are or may be imposed on creditors, including,
without limitation, good faith, reasonableness and fair
dealing under any applicable statute, rule, regulation
or judicial decision;
4. that the enforceability of the proposed transactions
may be subject to and affected by general principles of
equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and the
exercise of equitable powers by a court of competent
jurisdiction (and no opinion is given herein as to
specific performance or as to the availability of other
equitable remedies or equitable relief of any kind);
5. compliance with Section (B)(vi) of the "Restrictions on
Corporate Action" contained in the terms and provisions
of and relating to Newport's 3.75% Non-Redeemable
Preferred Stock as approved by Newport's stockholders
on July 16, 1946; and
6. the accuracy of information furnished to us as to
the outstanding securities of Newport's associate
companies, EUA, Eastern Edison, Blackstone, Cogenex,
EUA Service, Montaup, EEIC, EUA Ocean State, OSP I, OSP
II, OSP Finance and Unicord and that there is no
provision or condition in any note or other document in
connection with outstanding short-term notes of any of
Newport and its aforementioned associate companies
limiting the Transactions.
This opinion relates only to the federal law of the United
States and the laws of The Commonwealth of Massachusetts and we
express no opinion with respect to any other jurisdiction. To
the extent that certain matters addressed may involve the laws of
other states, we have assumed that such laws are not materially
different from the laws of The Commonwealth of Massachusetts.
We consent to the use of this opinion in connection with the
Rule 24 certificate filed with the Commission.
Very truly yours,
McDermott, Will & Emery
