File No. 70-8507
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 10
TO FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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NORTHEAST UTILITIES
174 Brush Hill Avenue
West Springfield, Massachusetts 01089
NORTHEAST UTILITIES SERVICE COMPANY
P.O. Box 270
Hartford, CT 06141-0270
CHARTER OAK ENERGY, INC.
COE DEVELOPMENT CORPORATION
107 Selden Street
Berlin, CT 06037-1616
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(Name of company filing this statement and
address of principal executive offices)
NORTHEAST UTILITIES
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(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
P.O. Box 270 & MacRae, L.L.P.
Berlin, CT 06141-0270 125 W. 55th Street
New York, New York 10019-5389
This Post-Effective Amendment Number Ten to the Application and Declaration
on Form U-1 (File No. 70-8507) (the "Application") is being filed by Northeast
Utilities, Northeast Utilities Service Company ("NUSCO"), Charter Oak Energy,
Inc. and COE Development Company to amend the application as follows:
EXHIBITS
F-1 Legal Opinion (Filed Herewith)
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
NORTHEAST UTILITIES SERVICE COMPANY
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 10019-5389
Attorney for Northeast Utilities,
Northeast Utilities Service
Company, Charter Oak Energy, Inc.
and COE Development Corporation
Date: December 11, 1997
Exhibit F-1
Jeffrey C. Miller
107 Selden Street
Berlin, Connecticut 06037
December 10, 1997
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 -9 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,
other investments by NU in Exempt Projects (as defined in the Application) and
for certain dividend and services authority in connection with the sale of
Exempt Projects. 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), August 7,
1995 (HCA Rel. No. 35- 26345), December 12, 1996 (HCA Rel. No. 26623) and March
25, 1997 (HCA Rel. No. 26691), 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
