UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of )
)
HEC INC. )CERTIFICATE AS
)TO PARTIAL
Berlin, Connecticut )CONSUMMATION OF
)TRANSACTION
File No. 70-8086 )
)
(Public Utility Holding Company Act of 1935) )
Pursuant to the Public Utility Holding Company Act of 1935 (the Act) and
Rule 24(a) thereunder, HEC Inc. and HEC Energy Consulting Canada Inc. (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 Order), the
Companies consummated the issuance by HEC Energy Consulting Canada Inc. (HEC
Canada) to HEC Inc. (HEC) and the acquisition by HEC from HEC Canada of one
hundred shares of common stock, no par value of HEC Canada for $10,000
(Canadian).
In addition, pursuant to the Act and Rule 24(a) thereunder, HEC Inc. and
HEC International Corporation (HEC International) 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, HEC International and Barakat & Chamberlin, Inc. (an entity
that is not affiliated with HEC Inc., its subsidiaries or affiliates)
consummated the formation of HECI, a joint venture.
Submitted herewith (as Exhibit 1) is the "past tense" opinion of counsel
with respect to consummation of the transactions described above.
Dated: December 21, 1994
HEC INC.
HEC International Corporation
HEC Canada
By/s/Jeffery D. Cochran
Attorney
Exhibit 1
Jeffery D. Cochran
107 Selden Street
Berlin, Connecticut 06037
December 21, 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 HEC Inc. (HEC), HEC Canada Energy Consulting Inc. (HEC Canada) and
HEC International Corporation (HEC International) with respect to (i) the
creation and funding of HEC Canada, a wholly-owned subsidiary of HEC,
incorporated for the purpose of providing consulting, energy management and DSM
services to customers located in Canada and (ii) the formation of HECI, a joint
venture of HEC International and Barakat & Chamberlin, Inc. 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, HEC Canada and HEC International, I am generally
familiar with the nature and character of the business of HEC and the intended
business of HEC Canada and of HECI. 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
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. I am also not an expert in the laws of Canada underwhich HEC
Canada was incorporated. For purposes of this opinion, as it relates to the
laws of Canada and of the province of Ontario applicable to HEC Canada, I have
relied on an opinion from McCarthy Tetrault a law firm that is expert in such
laws and located in Toronto, Ontario, Canada.
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, the articles of incorporation of HEC Canada, the organizational
resolutions and other resolutions of HEC Canada 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, provincial and Canadian laws applicable to HEC Canada's
issuance and HEC's acquisition of HEC Canada common stock as described in the
Application have been complied with;
B. HEC Canada is validly organized and duly existing;
C. The common stock of HEC Canada 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 Canada;
E. The consummation of the issuance by HEC Canada and the acquisition by
HEC of HEC Canada's common stock and the formation of HECI did not violate the
legal rights of any holders of securities issued by Northeast Utilities (NU),
HEC, HEC International, HEC Canada or any other existing NU subsidiary company.
I am of the further opinion that the issuance by HEC Canada and the
acquisition by HEC of HEC Canada's common stock and the formation of HECI 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
