UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of Northeast ) CERTIFICATE PURSUANT TO
Utilities on Form U-1 ) RULE 24 UNDER THE PUBLIC
File No. 70-9541 ) UTILITY HOLDING COMPANY ACT
) of 1935
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Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities
("NU"), certifies that certain of the transactions, as proposed in the
Application/Declaration to the Commission on Form U-1 (File No. 70-9543), as
amended, and authorized by order of the Commission in Public Utility Holding
Company Act Release No. 35-27147, dated March 7, 2000, have been carried out
in accordance with the terms and conditions of and for the purposes
represented by the Application/Declaration and of the Commission's order with
respect thereto. Specifically, on March 14, 2000, (i) The Connecticut Light
and Power Company, a regulated public utility subsidiary of NU repurchased
shares of its common stock from NU having an aggregate value of
$299,999,946.59 and (ii) Western Massachusetts Electric Company, a regulated
public utility subsidiary of NU, repurchased shares of its common stock from
NU having an aggregate value of $ 89,999,820.06.
Submitted with this Certificate is the "past tense" opinion of counsel.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, Northeast Utilities has duly caused this Certificate to be signed on
its behalf by the undersigned hereunto duly authorized.
Northeast Utilities
By: /s/ David R. McHale
Name: David R. McHale
Title: Vice President and
Treasurer
Dated: March 24, 2000.
Exhibit F.1
March 24, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities
Application/Declaration of Form U-1
File No. 70-9541
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Northeast Utilities ("NU"). I have
acted as counsel for NU and its subsidiaries who are parties to the
Application/Declaration on Form U-1 in File No. 70-09541 ("Declaration") in
connection with its filing on August 26, 1999 with the Securities and
Exchange Commission ("Commission") (NU and its subsidiaries who are parties
to the Declaration are referred to collectively herein as the "Applicants").
In the Declaration, the Applicants sought the approval of the Commission for
the proposed transaction described therein. Specifically, the Applicants
sought Commission approval of (a) the payment of dividends to, and/or the
repurchase of stock from, each subsidiaries' respective shareholder/parent
company out of capital or unearned surplus by each subsidiary, (b) the
payment of dividends to, and/or the repurchase of shares from, its
shareholders out of capital or unearned surplus by NU; (c) the issuance of
additional shares by NU to the extent necessary to fulfill certain of its
obligations under one or more forward stock purchase contracts (the
"Forwards"); and (d) the payment of dividends to and/or the repurchase of
stock from NU out of capital or unearned surplus by The Connecticut Light and
Power Company under its Mortgage Indenture dividend covenant. On March 14,
2000, The Connecticut Light and Power Company and Western Massachusetts
Electric Company each repurchased shares of their respective common stock
from NU in accordance with the Declaration (the "Consummated Transactions").
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 Applicants, certificates of public officials and of officers
of the Applicants, 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, the State of New York, 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 Commonwealth of Massachusetts
nor of the bar of the State of Connecticut, and do not hold myself out as an
expert in the laws of such Commonwealth and State. 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. 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 State.
I have assumed that the Consummated Transactions were carried out in
conformity with the Securities Act of 1933 and the Securities Exchange Act of
1934, each as amended, 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) each of NU, The Connecticut Light and Power Company and Western
Massachusetts Electric Company is validly organized and existing under the
laws of its respective state of organization;
(c) The Connecticut Light and Power Company and Western Massachusetts
Electric Company have each legally acquired the shares of their respective
common stock repurchased from NU;
(d) the consummation of the Consummated Transactions did not violate the
legal rights of the holders of any securities issued by NU or any associate
company thereof; and
(e) The Consummated Transactions have been carried out in accordance with
the Declaration.
I hereby consent to the filing of this opinion as an exhibit to the
Declaration and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
