File No. 70-8052
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO
REVOLVING CREDIT FACILITIES
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES HOLYOKE WATER POWER COMPANY
174 Brush Hill Avenue 1 Canal Street
West Springfield, MA 01090-0010 Holyoke, MA 01040
THE CONNECTICUT LIGHT NORTHEAST NUCLEAR ENERGY
AND POWER COMPANY COMPANY
107 Selden Street 107 Selden Street
Berlin, Connecticut 06037 Berlin, CT 06037
WESTERN MASSACHUSETTS THE ROCKY RIVER REALTY
ELECTRIC COMPANY COMPANY
174 Brush Hill Avenue 107 Selden Street
West Springfield, MA 01090-0100 Berlin, CT 06037
NORTHEAST UTILITIES SERVICE COMPANY
107 Selden Street
Berlin, CT 06037
(Name of companies filing this statement and address of principal executive
office)
NORTHEAST UTILITIES
(Name of top registered holding company parent of declarant)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices, and
communication to:
David R. McHale Jeffrey C. Miller
Assistant Treasurer - Finance Assistant General Counsel
Northeast Utilities Northeast Utilities
Service Company Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
The Application/Declaration in this proceeding is hereby amended as
follows:
1. The following exhibits are filed herewith:
F.1.1 Opinion of Counsel
J.1. Proposed Form of Notice under the Act (See File No. 70-
8052, HCAR No. 35-26384, dated September 29, 1995)
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this amendment to be
signed on their behalf by the undersigned thereunto duly authorized.
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND
POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC
COMPANY
HOLYOKE WATER POWER COMPANY
NORTHEAST NUCLEAR ENERGY
COMPANY
THE ROCKY RIVER REALTY COMPANY
NORTHEAST UTILITIES SERVICE
COMPANY
By: /s/Jeffrey C. Miller
Assistant General Counsel
Dated: October 17, 1995
Exhibit F.1.1
File No. 70-8052
October 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Northeast Utilities ("NU")
The Connecticut Light and Power Company ("CL&P")
Western Massachusetts Electric Company ("WMECO")
Holyoke Water Power Company ("HWP")
Northeast Nuclear Energy Company ("NNECO")
The Rocky River Realty Company ("RRR")
Northeast Utilities Services Company ("NUSCO")
Post-Effective Amendment No. 1 to Application/Declaration
with Respect to Revolving Credit Facilities in File No. 70-
8052
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service
Company, a service company subsidiary of Northeast Utilities, and I
am furnishing this opinion in connection with the Post-Effective
Amendment No. 1 to the Application/Declaration, as amended, on Form
U-1 ("Declaration") of the above-referenced companies with respect
to extending and modifying certain revolving credit agreements, all
as more fully set forth in the Declaration. Capitalized terms used
herein and not otherwise defined are used as defined in the
Declaration.
In connection with this opinion, I have examined the
Declaration and the exhibits thereto, and I have examined or caused
to be examined such other papers, documents, and records and have
made such examination of law and have satisfied myself as to such
other matters as I have deemed relevant or necessary for the
purpose of this opinion. I have assumed the authenticity of all
documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons, and the
conformity to originals of all documents submitted to me as copies.
Based upon the foregoing, and in the event the proposed
transactions contemplated by the Declaration are carried out in
accordance therewith, I am of the opinion that
(a) All state laws applicable to the proposed transactions
have been complied with;
(b) NU, WMECO and HWP is each validly organized and duly
existing under the laws of the Commonwealth of Massachusetts.
(c) NUSCO, CL&P, NNECO and RRR is each validly organized and
duly existing under the laws of the State of Connecticut.
(d) The consummation of the proposed transactions will not
violate the rights of the holders of any securities issued by the
Borrowers or any associate thereof.
The opinions set forth herein are limited to the laws of the
State of Connecticut, the Commonwealth of Massachusetts and the
federal laws of the United States. I am a member of the bar of the
State of New York. I am not a member of the bar of the State of
Connecticut or the Commonwealth of Massachusetts, and do not hold
myself out as an expert on the laws of these States, although I
have made a study of relevant laws of Connecticut and
Massachusetts. In expressing opinions about matters governed by
the laws of Connecticut and Massachusetts, I have consulted with
counsel who are employed by NUSCO and are members of the bar of
Connecticut and Massachusetts.
I hereby consent to the use of this opinion in connection with
the filing of the Declaration.
Very truly yours,
/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
