FILE NO. 70-9045
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE OF CONSUMMATION WITH RESPECT TO
ACCOUNTS RECEIVABLE PURCHASE AND SALE PROGRAM
THE CONNECTICUT LIGHT AND POWER COMPANY
Pursuant to requirements of Rule 24(a) of the Commission's regulations
under the Public Utility Holding Company Act of 1935, as amended, The
Connecticut Light and Power Company ("CL&P"), hereby reports and certifies
as follows:
On October 24, 1997, CL&P consummated the transactions
contemplated by the application/declaration (the "Application")
in File No. 70-9045. 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.
November 6, 1997
THE CONNECTICUT LIGHT AND POWER
COMPANY
By____________________________________
Name: John B. Keane
Title: Vice President and Treasurer
<PAGE>
DRAFT
[LETTERHEAD OF JEFFREY MILLER]
<<Date>>
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
Re: File No. 70-9045
Application/Declaration of The Connecticut Light and Power Company with
Respect to the Organization of a Wholly Owned Subsidiary Related to an
Accounts Receivable Purchase and Sale Program
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), the service company subsidiary of Northeast Utilities ("NU"), and I
am furnishing this opinion in connection with the Certificate of Consummation of
Transaction (the "Certificate") delivered on the date hereof pursuant to the
Public Utility Holding Company Act of 1935, as amended, and Rule 24(a)
thereunder, and relating to the Application/Declaration, as amended, on Form U-1
(the "Declaration") of The Connecticut Light and Power Company ("CL&P"), a
subsidiary of NU, to the Commission with respect to the organization by CL&P of
a wholly owned subsidiary, CL&P Receivables Corporation ("CRC"), in connection
with an accounts receivable purchase and sale program and related transactions,
as more fully set forth in the Declaration. The Commission permitted the
Declaration to become effective by its Order set forth in Release No. 35-26761
dated September 29, 1997.
The Certificate is with respect to transactions consummated on October
24, 1997 (the "Consummated Transactions") in connection with a restructured
accounts receivable program, including INTER ALIA, (i) the organization of
CRC, (ii) the issue and acquisition of the common stock of CRC and (iii)
the making by CL&P of the initial equity contribution in CRC.
I have previously furnished my opinion dated August 18, 1997, filed as
Exhibit F to the Declaration. In connection with this opinion, I have examined
or caused to be examined by counsel associated with or engaged by me, including
counsel who are employed by NUSCO, such 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
genuiness of all signatures, the legal capacity of natural persons, and the
conformity to originals of all documents submitted to me as copies.
The opinions set forth herein are limited to the laws of the State of
Connecticut 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, and do not hold myself out as an expert in the laws
of such jurisdiction, although I have made a study of relevant laws of such
jurisdiction. In expressing opinions about matters governed by the laws of
the State of Connecticut, I have consulted with counsel who are employed by
NUSCO and are members of the bar of such jurisdiction.
The opinions set forth in paragraph (b) below are subject to the effect of
bankruptcy, insolvency, moratorium and other similar laws affecting creditors
rights generally and general principles of equity.
Based upon and subject to the foregoing, I am of the opinion that:
(a) all Connecticut laws applicable to the Consummated Transactions
have been complied with;
(b) (i) CRC has been validly organized and is duly existing under the
laws of the State of Connecticut, (ii) the common stock of CRC issued to
CL&P has been validly issued, fully paid and nonassessable, and CL&P is
entitled to all of the rights and privileges appertaining to the ownership
of 100% of the issued and outstanding common stock of CRC, and (iii) insofar as
any interests in receivables sold by CRC as part of the Consummated Transactions
are regulated as the issuance of securities, such securities are valid and
binding obligations of CRC in accordance with their terms;
(c) CL&P legally acquired the common stock of CRC acquired by it as
part of the Consummated Transactions;
(d) the consummation of the Consummated Transactions by CL&P and CRC
did not violate the legal rights of the holders of any securities issued by
CL&P or CRC or any associate company thereof; and
(e) The Consummated Transaction has been carried out in accordance with
the Declaration.
Very truly yours,
Jeffery C. Miller
