Exhibit F-1
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110-3713
November 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Sir or Madam:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of
Post-Effective Amendment No. 2 ("Amendment") to the Application/Declaration on
Form U-1 (File 70-9633) of Unitil Corporation (the "Company"), a New Hampshire
corporation and a registered public utility holding company, and its
subsidiaries, Concord Electric Company, Exeter & Hampton Electric Company,
Unitil Power Corp., Unitil Realty Corp., Unitil Resources, Inc. and Unitil
Service Corp., each of which is a New Hampshire corporation, and its subsidiary
Fitchburg Gas and Electric Light Company ("Fitchburg"), a Massachusetts
corporation (collectively, the Company and its subsidiaries are referred to as
the "Applicants") under the Public Utility Holding Company Act of 1935 (the
"Application-Declaration"). The Amendment relates to the request by the Company
for authorization to raise its authorized level of short-term debt from $25
million to $35 million.
We have examined originals of the Amendment and the Application-Declaration
and originals, or copies certified to our satisfaction, of such corporate
records of the Applicants, certificates of public officials, certificates of
officers and representatives of the Applicants and other documents as we have
deemed it necessary to require as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
copies. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid agreements,
instruments, certificates and documents. In addition, we have examined such
questions of law, as we considered necessary or appropriate for the purpose of
rendering this opinion.
Based on the foregoing, and subject to the final paragraph hereof, we are
of the opinion that when the Commission has taken the action requested in the
Application-Declaration:
(1) All state laws applicable to the transactions described in the
Amendment have been complied with.
(2) The Company is validly organized and duly existing under the laws of
the State of New Hampshire.
(3) The notes to be issued to banks by the Company in accordance with the
Amendment will each be valid and binding obligations enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and to general principles of
equity, regardless of whether such principles are considered at a
proceeding at law or in equity, and further subject to the qualification
that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(4) The consummation of the transactions proposed in the Amendment will not
violate the legal rights of the holders of any securities issued by the
Company or Fitchburg.
The opinions expressed above in respect of the approval of the short-term
borrowings described in the Amendment are subject to the following assumptions
or conditions:
a. The Commission shall have duly entered an appropriate order or orders
granting and permitting the Amendment to become effective with respect to
the short-term borrowings described therein.
b. No act or event other than as described herein shall have occurred
subsequent to the date hereof, which would change the opinions expressed
above.
We hereby consent to the use of this opinion as an exhibit to the
Application-Declaration.
We are not, in this opinion, opining on laws other than the laws of the
State of New Hampshire and the federal laws of the United States.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
