FILE NO. 70-8875
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE OF CONSUMMATION WITH RESPECT TO
AMENDMENTS 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 May 30, 1997, NU, CL&P and WMECO consummated the transactions
contemplated by Post-Effective Amendment No. 2 to the
Application/Declaration (as amended, the "Application") in File
No. 70-8875, insofar as the Application related to amendments 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 on May 29, 1997 in this File. Insofar as the
Application related to the short-term borrowing limits of North
Atlantic Energy Corporation, the Applicants will file, in
accordance with Rule 24 and the Commission's order, quarterly
certificates of notification describing its borrowings through
the Money Pool.
June 5, 1997
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/ David R. McHale
Name: David R. McHale
Title: Assistant Treasurer
<PAGE>
June 5, 1997
Securities and Exchange Commission
Judiciary Plaza
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:
I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), a service company affiliate of Northeast Utilities
("NU"). I have acted as counsel to NU, The Connecticut Light and
Power Company ("CL&P"), Western Massachusetts Electric Company
("WMECO") and North Atlantic Energy Corporation ("NAEC")
(collectively, the "Applicants") in connection with the amendments to
the Revolving Credit Facility (the "Amended Facility") contemplated by
Post-Effective Amendment No. 2 to the Application/Declaration in the
above-referenced file (as amended, the "Application"). This opinion
is given to you with respect to the Amended 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.
In connection with this opinion, I have reviewed or caused to be
reviewed the Application and the exhibits thereto, the Applicants'
charter documents, amended to the date of this opinion, the
proceedings of their shareholders and boards of directors to date and
such other papers, documents and records, and have made or caused to
be made such examination of law, as I deemed relevant and necessary in
order to give this opinion.
The opinions set forth herein are qualified in their entirety as
follows: (a) no opinion is expressed as to any laws other than the
federal laws of the United States and the laws of the States of
Connecticut and New Hampshire and the Commonwealth of Massachusetts;
and (b) no opinion is expressed as to the securities laws of any
state.
Based on and subject to the foregoing, I am of the opinion that:
1. All state laws applicable to the transactions contemplated
by the Amended Facility for which the Commission's approval was sought
in the Application were complied with at the time such transactions
were consummated.
2. The consummation of the transactions contemplated by the
Amended Facility for which the Commission's 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.
3. The transactions contemplated by the Amended Facility for
which the Commission's approval was sought in the Application were
carried out in accordance with the Application.
I am a member of the Bar of the State of New York. As to matters
involving the laws of other jurisdictions, I have made study of such
laws and consulted with lawyers employed by NUSCO who are admitted to
the Bars of such other jurisdictions.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
