UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
NORTHEAST UTILITIES ("NU") CERTIFICATE
WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO") PURSUANT TO
THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P") RULE 24
File No. 70-08875
(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 Post-Effective Amendment No. 13
(Amendment No. 15) to the Application/Declaration on Form U-1 (the
"Amendment") in File No. 70-08875, NU, CL&P and WMECO hereby report and
certify as follows:
(i) On November 18, 1999, NU entered into a $350 million revolving credit
facility pursuant to a Credit Agreement dated as of November 19, 1999 among
Northeast Utilities, the Banks Named Therein, Union Bank of California, N.A.
as Administrative Agent and Bank One, N.A., as Fronting Bank, a copy of which
will be filed by amendment to this Certificate as soon as the EDGAR process
can be completed.
(ii) On November 18, 1999 WMECO and CL&P entered into a $500 million
revolving credit facility pursuant to a Credit Agreement dated as of November
19, 1999 among Northeast Utilities, The Banks Named Therein, Union Bank of
California, N.A. as Administrative Agent and Bank One, N.A., as Fronting
Bank, a copy of which will be filed by amendment to this Certificate as soon
as the EDGAR process can be completed.
The transactions referenced above were carried out in accordance with the
terms and conditions of and for the purposes represented by the Amendment and
the order of the Commission issued on November 18, 1999 in this file.
Submitted with this Certificate is the "past tense" opinion of counsel.
November 29, 1999
NORTHEAST UTILITIES
WESTERN MASSACHUSETTS ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
HOLYOKE WATER POWER COMPANY
NORTH ATLANTIC ENERGY CORPORATION
NU ENTERPRISES, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE COMPANY
SELECT ENERGY, INC.
MODE 1 COMMUNICATIONS, INC.
By: /s/David R. McHale
David R. McHale
Vice President and Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Randy A. Shoop
Randy A. Shoop
Treasurer
November 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities et al.
Post-Effective Amendment No. 13
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"). In
connection with the transactions contemplated by the Application/Declaration,
as amended, in the above referenced file (the "Application"), I have acted as
counsel to NU, The Connecticut Light and Power Company ("CL&P"), Western
Massachusetts Electric Company ("WMECO"), Holyoke Water Power Company
("HWP"), Public Service Company of New Hampshire ("PSNH") and North Atlantic
Energy Corporation("NAEC") and the other applicants described therein
(collectively, the "Applicants"). This opinion is given to you with respect
to the transactions described in Amendment No. 15 (Post-Effective Amendment
No. 13) (the "Amendment") 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 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 transactions were carried out in conformity with the
requisite authorizations, approvals, consents or exemptions under the
securities laws of the various States and other jurisdictions of the United
States.
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 was sought in the Amendment have been complied with.
2. NU and WMECO are each validly organized and duly existing under the laws
of the Commonwealth of Massachusetts; CL&P is validly organized and duly
existing under the laws of the State of Connecticut.
3. The notes issued to the banks pursuant to the Credit Agreements by NU and
by WMECO and CL&P, were all issued in accordance with the authorization
sought in the Amendment, and are the valid and binding obligations of such
Applicants in accordance with their respective terms.
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
Assistant General Counsel
Northeast Utilities Service Company
