File No. 70-8507
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NORTHEAST UTILITIES
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
CHARTER OAK ENERGY, INC.
COE DEVELOPMENT CORPORATION
107 Selden Street
Berlin, CT 06037-1616
(Name of company filing this statement and
address of principal executive offices)
NORTHEAST UTILITIES
(Name of top registered holding
company parent of each applicant or declarant)
Jeffrey C. Miller, Esq.
Assistant General Counsel
NORTHEAST UTILITIES SERVICE COMPANY
P.O. Box 270
Hartford, Connecticut 06141-0270
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
Mark Malaspina, Esq. William S. Lamb, Esq.
Charter Oak Energy, Inc. LeBoeuf, Lamb, Greene & MacRae
P.O. Box 270 L.L.P.
Berlin, CT 06141-0270 125 W. 55th Street
New York, New York 10019-4513
Northeast Utilities, Charter Oak Energy, Inc. and COE
Development Corporation (collectively, the "Applicants") hereby
amend their Application/Declaration on Form U-1, as previously
amended (File No. 70-8507) for the purpose of amending Item 6 as
set forth below. In all other respects, the
Application/Declaration as previously filed will remain the same:
Item 6 EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
F-1 Opinion of Counsel
G-1 Proposed Form of Notice (previously filed)
H-1 Charter Oak Energy, Inc. 1995-96 Estimated
Expenditures (previously filed)
b) Financial Statements
1.1 Balance Sheet Actual and Pro Forma - NU
(parent only), as of March 31, 1995
(previously filed)
1.2 Statement of Income Actual and Pro Forma - NU
(parent only), as of March 31, 1995
(previously filed)
2.1 Balance Sheet Actual and Pro Forma - Charter Oak
consolidated, as of March 31, 1995
(previously filed)
2.2 Statement of Income Actual and Pro Forma - Charter
Oak consolidated, as of March 31, 1995
(previously filed)
3.1 Balance Sheet Actual and Pro Forma - COE
Development, as of March 31, 1995
(previously filed)
3.2 Statement of Income Actual and Pro Forma - COE
Development, as of March 31, 1995
(previously filed)
4.1 Balance Sheet Actual and Pro Forma - NU
consolidated, as of March 31, 1995
(previously filed)
4.2 Statement of Income Actual and Pro Forma - NU
consolidated, as of March 31, 1995
(previously filed)
SIGNATURE
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
CHARTER OAK ENERGY, INC.
COE DEVELOPMENT CORPORATION
By: /s/ William S. Lamb
William S. Lamb
LeBoeuf, Lamb, Greene & MacRae L.L.P.
A Limited Liability Partnership
Including Professional Corporations
125 W. 55th Street
New York, NY 10019-4513
Attorney for Northeast Utilities,
Charter Oak Energy, Inc. and COE
Development Corporation
Exhibit F-1
Jeffrey C. Miller
107 Selden Street
Berlin, Connecticut 06037
November 8, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 10549
Gentlemen:
As Assistant General Counsel of Northeast Utilities'
(NU) subsidiary, Northeast Utilities Service Company (NUSCO), I
have acted as counsel to NU, and as counsel to its subsidiaries
Charter Oak Energy, Inc. (Charter Oak) and COE Development
Corporation (COE Development), with respect to the Application/
Declaration, as heretofore amended, and Post-Effective Amendments
Nos. 1 and No. 2 thereto (collectively, the Application) on Form
U-1 to the Securities and Exchange Commission in File No. 70-
8507, seeking, among other things, reauthorization for the
funding for Charter Oak and COE Development and authorization for
the issuance of certain dividends. I am furnishing this opinion
to you in connection with the Application.
As counsel for NU, Charter Oak and COE Development in this
matter, I am generally familiar with the nature and character of
the businesses of Charter Oak and COE Development. I am a member
of the bar of New York. I am not a member of the bar of the
Commonwealth of Massachusetts, the state in which NU is
organized, nor am I a member of the bar of the State of
Connecticut, the state in which Charter Oak and COE Development
are incorporated, and I do not hold myself out as an expert in
the laws of such Commonwealth or State, although I have made a
study of such laws and am associated with and have consulted with
other counsel to NUSCO who are expert in such laws. For purposes
of this opinion, I have relied on advice from counsel employed by
NUSCO, who are members of the bar of the Commonwealth of
Massachusetts and of the State of Connecticut.
In connection with this opinion, I have examined or
caused to be examined the Commissions' orders dated May 17, 1989
(HCA Rel. No. 35-24893), January 28, 1992 (HCA Rel. No. 35-
25461), October 16, 1992 (HCA Rel. No. 35-25655), December 29,
1992 (HCA Rel. No. 35-25721), December 30, 1992 (HCA Rel. No. 35-
25726), September 24, 1993 (HCA Rel. No. 35-25891), January 24,
1994 (HCA Rel. No. 35-25977), September 2, 1994 (HCA Rel. No. 35-
26116), September 30, 1994 (HCA Rel. No. 35-26134), December 30,
1994 (HCA Rel. No. 35-26213) and August 7, 1995 (HCA Rel. No. 35-
26345), the Application and the various exhibits thereto, the
minutes of various meetings of the Board of Trustees of NU and
the Boards of Directors of Charter Oak and COE Development, the
laws of the Commonwealth of Massachusetts and the State of
Connecticut, the certificates of incorporation and by-laws of COE
Development and Charter Oak and such other documents as I deem
necessary for the purpose of this opinion. I assume that the
Board of Trustees of NU, the Boards of Directors of Charter Oak
and COE Development and the officials and other representatives
of NU, Charter Oak and COE Development will take all further
corporate action necessary to authorize and implement certain of
the transactions contemplated by the Application. I also assume
that the Securities and Exchange Commission will issue an order
under the Public Utility Holding Company Act of 1935 as requested
in the Application, and that all actions taken thereafter will be
in conformity with such order.
Based on the foregoing, I am of the opinion that:
A. All state laws applicable to the transactions described
in the Application have been complied with;
B. Charter Oak and COE Development are validly organized
and duly existing;
C. When issued and sold as described in the Application,
any common stock of Charter Oak, of COE Development and of
intermediate subsidiary companies of Charter Oak, ("Intermediate
Companies") issued and sold in accordance with the Commission's
authorization of the transactions contemplated by the
Application, will be validly issued, fully paid, and non-
assessable, and the holders thereof will be entitled to the
rights and privileges appertaining thereto set forth in the
corporate documents defining such rights and privileges;
D. When acquired as described in the Application, NU will
legally acquire any common stock and other security of Charter
Oak issued and sold in accordance with the Commission's
authorization of the transactions contemplated by the
Application, and Charter Oak will legally acquire any common
stock and other security of COE Development or of Intermediate
Companies issued and sold in accordance with the Commission's
authorization of transactions contemplated by the Application and
Charter Oak, COE Development and Intermediate Companies will
legally acquire any common stock and other security of
unaffiliated developers of QFs, Exempt Projects or Qualified IPPs
issued and sold in accordance with the Commission's authorization
of the transactions contemplated by the Application;
E. When issued as described in the Application, any
evidence of indebtedness issued by Charter Oak or by Intermediate
Companies to non-affiliates, and any NU guarantee in respect
thereof, will be valid and binding obligations of Charter Oak,
the Intermediate Company or NU, respectively, in accordance with
their terms, subject to laws of general application with respect
to rights and remedies of creditors and subject to equitable
principles;
F. When NU shall have received any necessary consents of
certain lenders as to certain transactions described in the
Application, the consummation of the proposed transactions as
described in the Application will not violate the legal rights of
any holders of securities issued by NU, Charter Oak, COE
Development, or any other existing NU subsidiary company.
I hereby consent to the use of this opinion in connection
with the filing of the Application.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
