UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Application of MCN )
) CERTIFICATE PURSUANT TO
Corporation on Form U-1 ) RULE 24 UNDER THE PUBLIC
) UTILITY HOLDING COMPANY ACT
(File No. 70-8731) ) OF 1935
)
)
Pursuant to the requirements of Rule 24 under the
Public Utility Holding Company Act of 1935 (the "Act"), MCN
Corporation, a Michigan public-utility holding company exempt
from registration under section 3(a)(1) of the Act pursuant to
Rule 2, hereby certifies that the series of transactions
involving the acquisition by MCN Corporation of a 1% general
partnership interest and a 46.5% limited partnership interest
in Southern Missouri Gas Company, L.P., a Missouri limited
partnership and a gas utility company (as defined by the Act)
operating as such in the State of Missouri, as proposed in the
Application/Declaration to the Securities and Exchange
Commission (the "Commission") on Form U-1 (File No. 70-8731)
of MCN Corporation and authorized by order of the Commission
in Public Utility Holding Company Act Release No. 35-26576,
dated September 17, 1996, 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.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned companies have
duly caused this Certificate to be signed on their behalf by
the undersigned hereunto duly authorized.
MCN Corporation
By: /s/Daniel L. Schiffer
Daniel L. Schiffer
Vice-President, General
Counsel and Secretary
Dated: November 13, 1996
November 13, 1996
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
transactions contemplated by Application/Declaration (the
"Application") on Form U-1, as amended, (File 70-8731) of MCN
Corporation (the "Company") under the Public Utility Holding
Company Act of 193, as amended (the "Act"). In the Application,
the Company requested that the Commission issue an order
authorizing the acquisition (the "Acquisition") by the Company of
a 1% general partnership interest in Southern Missouri Gas
Company, L.P., a gas utility company (as defined in the Act)
organized and operating in the state of Missouri. On September
17, 1996, the Commission issued an order (HCAR No. 26576)
granting the Application.
I have acted as counsel for the Company and in
connection with this opinion I have examined originals or copies
certified or otherwise identified to my satisfaction of:
(1) the charter documents and by-laws of the Company,
as amended to date;
(2) minutes of meetings of the Company's shareholders
and directors, as kept in its minute books;
(3) the Agreement of Limited Partnership of Southern
Missouri Gas Company, L.P.; and
(3) the documents and agreements pertaining to the
Acquisition and such other certificates, documents and
papers as I deemed necessary or appropriate for the purpose
of rendering this opinion.
In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals and the conformity to the original documents of all
documents submitted to me as copies. As to any facts material to
my opinion, I have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments,
certificates and documents. In addition, I have examined such
questions of law as I have considered necessary or appropriate
for the purpose of rendering this opinion.
Based on the foregoing, and subject to the final
paragraph hereof, I am of the opinion that:
(1) All state laws applicable to the Acquisition have been
complied with;
(2) The Company is a corporation validly organized, duly
existing and in good standing in the State of Michigan;
(3) The Company legally acquired the partnership interests
of Southern Missouri Gas Company, L.P. as described in
the Application; and
(4) The consummation of the Acquisition did not violate the
legal rights of the holders of any securities issued by
the Company.
I hereby consent to the use of this opinion in
connection with the Application.
I am not, in this opinion, opining on laws other than
the laws of the State of Michigan and the federal laws of the
United States.
Very truly yours,
/s/ Daniel L. Schiffer
Daniel L. Schiffer
