FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE OF CONSUMMATION WITH RESPECT TO
REVOLVING CREDIT FACILITY
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
HOLYOKE WATER POWER COMPANY
NORTH ATLANTIC ENERGY CORPORATION
Pursuant to the requirements of Rule 24(a) of the Commission*s regulations
under the Public Utility Holding Company Act of 1935, as amended, Northeast
Utilities ("NU"), The Connecticut Light and Power Company ("CL&P"), Western
Massachusetts Electric Company ("WMECO"), Public Service Company of New
Hampshire, Holyoke Water Power Company and North Atlantic Energy Corporation
(collectively, the "Applicants") hereby report and certify as follows:
On November 21, 1996, NU, CL&P and WMECO consummated the transactions
contemplated by the application/declaration (the "Application") in File No.
70-8875, as amended, insofar as the Application related to the Revolving
Credit Facility. The transactions were carried out in accordance with the
terms and conditions of and for the purposes represented by the Application
and the order of the Commission issued in this File. Insofar as the
Application related to the Applicants* short-term borrowing limits, the
Applicants will file, in accordance with Rule 24 and the Commission*s
order, quarterly certificates of notification describing their borrowings
through the Money Pool and the issue and sale of Short-Term Notes and
Commercial Paper.
November 27, 1996
NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND
POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC
COMPANY
PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE
HOLYOKE WATER POWER COMPANY
NORTH ATLANTIC ENERGY CORPORATION
By /s/
Name: David R. McHale
Title: Assistant Treasurer
<PAGE>
November 27, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Holyoke Water Power Company
North Atlantic Energy Corporation
File No. 70-8875
Ladies and Gentlemen:
We have acted as counsel to the above-referenced companies in
connection with the Revolving Credit Facility (the "Facility") contemplated by
the above-referenced application/declaration, as amended (the "Application").
This opinion is given to you with respect to such Facility pursuant to your
Instructions as to Exhibits to applications and declarations filed on Form U-1.
Except as otherwise defined herein, terms used herein shall have the same
meanings as set forth in the Application.
We have examined such documents, corporate records and other
instruments as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all documents submitted to us as
copies.
The opinions set forth herein are qualified in their entirety as
follows:
(a) No opinion is expressed as to any laws other than (i) the
federal laws of the United States, (ii) the laws of the State of
Connecticut, (iii) the laws of the Commonwealth of Massachusetts
and (iv) the General Business Law of the State of New York; and
(b) We are relying on the opinions of Jeffrey C. Miller, Assistant
General Counsel of NUSCO, as to the matters set forth in
paragraphs 1 (as to matters arising under Massachusetts law), 2
and 5 hereof.
Based on and subject to the foregoing, we are of the opinion that:
1. All state laws applicable to the Facility for which Commission
approval was sought in the Application were complied with at the time the
Facility was consummated.
2. NU and WMECO is each validly organized and duly existing under
the laws of the Commonwealth of Massachusetts.
3. CL&P is validly organized and duly existing under the laws of
the State of Connecticut.
4. The Notes issued under the Facility are valid and binding
obligations of NU, CL&P and WMECO, as the case may be, in accordance with the
terms thereof.
5. The consummation of the Facility for which Commission approval
was sought in the Application did not violate the legal rights of the holders
of any securities issued by NU, CL&P or WMECO or any associate company thereof.
6. The transactions for which Commission approval was sought in the
Application were carried out in accordance with the Application.
Very truly yours,
/s/
Day, Berry & Howard
