UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of )
)
HEC INC. )CERTIFICATE AS TO
)PARTIAL CONSUMMATION
Berlin, Connecticut )OF TRANSACTION
)
File No. 70-8086 )
)
(Public Utility Holding Company Act of 1935))
Pursuant to the Public Utility Holding Company Act of 1935 and Rule
24(a) thereunder, HEC Inc. and HEC International Corporation (the Companies)
hereby certify that, in accordance with the terms and conditions of and for
the purposes represented by the application/declaration, as amended, filed by
HEC Inc. in this proceeding, and of the order dated August 19, 1994 of
the Securities and Exchange Commission with respect thereto, the Companies
consummated the issuance by HEC International Corporation (HEC International)
to HEC Inc. (HEC) and the acquisition by HEC from HEC International of one
hundred shares of common stock, par value $1 per share of HEC International.
Submitted herewith (as Exhibit 1) is the "past tense" opinion of counsel
with respect to consummation of the transaction described above.
Dated: October 26, 1994
HEC INC.
By /s/Jeffery D. Cochran
Its Attorney
Jeffery D. Cochran
107 Selden Street
Berlin, Connecticut 06037
Exhibit 1
October 26, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As Attorney for Northeast Utilities Service Company (NUSCO), I have
acted as counsel to NUSCO, HEC Inc. (HEC) and to HEC International
Corporation (HEC International) with respect to the creation and funding of
HEC International, a wholly-owned subsidiary of HEC, for the purpose of
participating in a joint venture, HECI, which will provide consulting, energy
management and DSM services to customers located in the western United States
and in foreign countries (except Canada). I am furnishing this opinion to
you in connection with the certificate as to partial consummation of
transaction (the Certificate) being delivered to you pursuant to the Public
Utility Holding Company Act of 1935 and Rule 24(a) with respect to the
application/declaration as amended (the Application), on Form U-1 to the
Securities and Exchange Commission (the Commission) in File No. 70-8086, and
the related order dated August 19, 1994 of the Commission.
As counsel for NUSCO, HEC and HEC International, I am generally familiar
with the nature and character of the business of HEC and the intended
business of HEC International. I am a member of the bar of the State of
Connecticut. I am not a member of the bar of the Commonwealth of
Massachusetts, the Commonwealth in which HEC and HEC International are
incorporated, and do not hold myself out as an expert in the laws of that
Commonwealth, although I have made a study of such laws and am associated with
and have consulted with counsel to NUSCO who are expert in such laws. For
purposes of this opinion, I have relied on advice from counsel employed by
NUSCO, who are members of the bar of the Commonwealth of Massachusetts.
In connection with this opinion, I have examined or caused to be
examined the Certificate, the Commission's order dated August 19, 1994 (HCA
Rel. No. 35-26108), the Application and the various exhibits thereto, the
minutes of various meetings of the Board of Directors and the incorporators
of HEC International and the Board of Directors of HEC, the laws of the
Commonwealth of Massachusetts, the articles of organization and by-laws of
HEC and HEC International, and such other documents as I deem necessary for
the purpose of this opinion.
Based on the foregoing, I am of the opinion that:
A. All state laws applicable to HEC International's issuance and HEC's
acquisition of HEC International common stock as described in the Application
have been complied with;
B. HEC International is validly organized and duly existing;
C. The common stock of HEC International issued and sold to HEC was
validly issued, fully paid, and non-assessable, and HEC, as the holder
thereof, is entitled to the rights and privileges appertaining thereto set
forth in the corporate documents defining such rights and privileges;
D. HEC legally acquired the common stock of HEC International;
E. The consummation of the issuance by HEC International and the
acquisition by HEC of HEC International's common stock did not violate the
legal rights of any holders of securities issued by Northeast Utilities (NU),
HEC, HEC International, or any other existing NU subsidiary company.
I am of the further opinion that the issuance by HEC International and
the acquisition by HEC of HEC International's common stock have been carried
out in accordance with the Application.
I hereby consent to the use of this opinion in connection with the
filing of the Certificate.
Very truly yours,
/s/Jeffery D. Cochran
