UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
NORTHEAST UTILITIES ("NU") CERTIFICATE
NORTHEAST UTILITIES SERVICE COMPANY PURSUANT TO
File No. 70-09463 RULE 24
(Public Utility Holding Company Act of 1935)
Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Utility Holding Company Act of 1935, and with
reference to the transaction proposed in the Application/Declaration on Form
U-1 (the "Application") in File No. 70-9463, Northeast Utilities ("NU") and
Northeast Utilities Service Company ("NUSCO" and collectively with NU, the
"Applicants") hereby report and certify that the transaction proposed in the
Application was 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 April 30, 1999 in this file (SEC Release No. 35-27013).
Specifically, the Applicants executed a Shareholder Rights Agreement and NU
issued a dividend of one common share purchase right to shareholders of
record as of May 7, 1999, the fifth business day after the receipt of the
order in this file.
Submitted with this Certificate is the "past tense" opinion of counsel.
May 12, 1999
NORTHEAST UTILITIES
NORTHEASTUTILITIES SERVICE COMPANY
By: /S/ David R. McHale
Vice President and Treasurer
Exhibit F
May 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Northeast Utilities
Northeast Utilities Service Company
SEC File Number 70-09463
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Northeast Utilities (the "Company",
and collectively with NUSCO, the "Applicants") 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 related to the Application/Declaration on Form U-1 ("Declaration"), filed
March 3, 1999 with the Securities and Exchange Commission ("Commission") with
respect to the proposed transactions described therein. In the Declaration,
authority was requested for the Company to implement a shareholder rights
plan ("Plan") and to enter into a related Rights Agreement ("Rights
Agreement") with NUSCO, in its capacity as rights agent. The Commission
permitted the Declaration to become effective by its Order set forth in
Release No. 35-27013, dated April 30, 1999.
The Certificate is with respect to transactions consummated on May 7,
1999 (the "Consummated Transactions") including the execution by the
Applicants of the Rights Agreement and the issuance, pursuant to the Plan, by
the Company of a dividend distribution of one common share purchase right
("Right") for each outstanding share of the Company's Common Shares, $5.00
par value per share ("Common Shares") to stockholders of record at the close
of business on May 7, 1999, the fifth business day after receipt of the
authorization requested in the Declaration.
I have previously furnished my opinion dated March 3, 1999, 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, originals or copies
certified to my satisfaction of such corporate records of the Company,
certificates of public officials and of officers of the Company, and
agreements, instruments and other documents, as I have deemed necessary as a
basis for the opinions expressed below. In my examination of such
agreements, instruments and documents, I have assumed the genuineness of all
signatures, the authenticity of all agreements, instruments and documents
submitted to me as originals, and the conformity to original agreements,
instruments and documents of all agreements, instruments and documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies.
The opinions set forth herein are limited to the laws of the
Commonwealth of Massachusetts 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 Commonwealth of Massachusetts, and do not hold myself out as an
expert in the laws of such Commonwealth, although I have made a study of
relevant laws of such Commonwealth. In expressing opinions about matters
governed by the laws of the Commonwealth of Massachusetts, I have consulted
with counsel who are employed by NUSCO and are members of the bar of such
Commonwealth.
I have assumed that the Consummated Transactions were carried out in
conformity with the Securities Act of 1933 and the requisite authorizations,
approvals, consents or exemptions under the securities laws of the various
States and other jurisdictions of the United States.
Based upon and subject to the foregoing, I am of the opinion that:
(a) all State laws applicable to the Consummated Transactions have been
complied with;
(b) the Company is validly organized and existing under the laws of the
Commonwealth of Massachusetts;
(c) the Rights have been validly issued and the holders thereof are
entitled to the rights and privileges appertaining thereto set forth in the
Rights Agreement;
(d) the consummation of the Consummated Transactions did not violate the
legal rights of the holders of any securities issued by the Company or any
associate company thereof; and
(e) The Consummated Transactions have been carried out in accordance with
the Declaration
Very truly yours,
/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
