LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110-3173
July 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application/Declaration on Form U-1 (File 70-8050) of Unitil Corporation (the
"Company"), a New Hampshire corporation and a registered public utility holding
company, under the Public Utility Holding Company Act of 1935 (the
"Application-Declaration"). The Application-Declaration relates to the request
by the Company for authorization to issue up to an additional 200,000 shares of
common stock, no par value of the Company ("Common Stock") under its Dividend
Reinvestment and Stock Purchase Plan ("DRIP") and an additional 150,000 shares
of Common Stock under its Tax-Deferred Savings and Investment Plan ("401(k)
Plan").
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company 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
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Securities and Exchange Commission
July 27, 2000
Page 2
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
Application-Declaration have been complied with;
(2) The Company is validly organized and duly existing under the laws of
the State of New Hampshire.
(3) When issued as described in the Application-Declaration, the shares of
Common Stock owned and/or sold by the Company under each of the DRIP
and the 401(k) Plan, will each be valid and binding obligations of
such Company in accordance with their respective terms, subject to
rights and remedies of creditors and subject to equitable principles.
(4) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by the Company.
The opinions expressed above in respect of the approval of the additional
issuances of shares of Common Stock under each of the DRIP and 401(k) Plan
described in the Application-Declaration are subject to the following
assumptions or conditions:
a. The Securities and Exchange Commission shall have duly entered an
appropriate order or orders granting and permitting the
Application-Declaration to become effective with respect to the
additional issuances of shares of Common Stock under each of the
DRIP and 401(k) Plan 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.
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Securities and Exchange Commission
July 27, 2000
Page 3
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.
