SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 9
(AMENDMENT NO. 11)
TO
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO (1) PROPOSED REVOLVING CREDIT
FACILITY FOR NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND POWER
COMPANY ("CL&P") AND WESTERN MASSACHUSETTTS ELECTRIC COMPANY ("WMECO") AND
(2) INCREASES AND EXTENSIONS OF SHORT-TERM BORROWING LIMITS OF NU, CL&P,
WMECO, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, HOLYOKE WATER POWER COMPANY
AND NORTH ATLANTIC ENERGY CORPORATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Northeast Utilities The Connecticut Light
Western Massachusetts Electric Company and Power Company
174 Brush Hill Avenue 107 Selden Street
West Springfield, MA 01090-0010 Berlin, CT 06037
Holyoke Water Power Company Public Service Company of New Hampshire
Canal Street North Atlantic Energy Corporation
Holyoke, MA 01040 1000 Elm Street
Manchester, NH 03015
(Name of companies filing this statement and addresses of principal executive
offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffrey C. Miller, Esq. David R. McHale
Assistant General Counsel Assistant Treasurer - Finance
Northeast Utilities Service Company Northeast Utilities Service Company
107 Selden Street 107 Selden Street
Berlin, CT 06037 Berlin, CT 06037
Richard C. MacKenzie, Esq.
Day, Berry & Howard
CityPlace I
Hartford, CT 06103-3499
The Application/Declaration in this proceeding, as previously amended,
is further amended as follows:
1. The following exhibit is filed herewith:
(a) Exhibits
F.3 Opinion of Counsel
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned have duly caused this Amendment to be
signed on behalf of each of them by the undersigned thereunto duly
authorized.
Date: January 14, 1998
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
Assistant Treasurer - Finance
Exhibit F.3
January 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Holyoke Water Power Company
Public Service Company of New Hampshire
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" or the
"Applicant"). I have acted as counsel to NU in connection with the
transactions contemplated by the application/declaration, as amended, in the
above referenced file (the "Application"). This opinion is given to you with
respect to such transactions 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 meanings given them in the
Application.
In connection with this opinion, I have reviewed or caused to be
reviewed the Application and the exhibits thereto, NU's charter documents, as
amended to the date of this opinion, the proceedings of its shareholders and
board of trustees 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. I have assumed that in respect
of the Application an appropriate order of the Commission under the Public
Utility Holding Company Act of 1935 will be issued and all actions of the
Applicant will be in conformity therewith.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of such transactions in accordance with the Application using
documents substantially similar to those filed with the Application, (b) no
opinion is expressed as to any laws other than the federal laws of the
Commonwealth of Massachusetts; (c) insofar as any opinion relates to the
Declaration of Trust of NU, I have assumed that Declaration of Trust will not
be amended between now and the time the transactions contemplated by the
Application are consummated; and (d) 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 each of the transactions for which the
Commission's approval is sought will have been complied with at the time each
transaction is consummated.
2. NU is validly organized and duly existing under the laws of the
Commonwealth of Massachusetts.
3. The Notes to be issued to banks and non-bank lending institutions
by NU, when issued, will be the valid and binding obligations of such
Applicant in accordance with their respective terms.
4. The consummation of the transactions for which the Commission's
approval is sought will not violate the legal rights of the holders of any
securities issued by NU or any associate company of NU.
I hereby consent to the use of this opinion in connection with the
filing of 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 a study of such laws
and consulted with lawyers employed by NUSCO who are admitted to the Bar of
such other jurisdictions.
Very truly yours,
/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
