SEC FILE NO. 70-8561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATE PURSUANT TO
RULE 24
OF COMPLETION OF
TRANSACTIONS
NCP ENERGY, INC.<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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In The Matter of )
)
NCP ENERGY, INC. ) Certificate
) Pursuant to Rule 24
) of Completion of
) Transactions
SEC File No. 70-8561 )
(Public Utility Holding )
Company Act of 1935) )
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TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:
The undersigned, NCP Energy, Inc. ("NCP"), hereby
certifies pursuant to Rule 24 of the General Rules and
Regulations under the Public Utility Holding Company Act of 1935
(the "Act") that the transactions proposed in the Application, as
amended, filed in SEC File No. 70-8561, have been carried out in
accordance with the Commission's Order, dated April 12, 1995 with
respect thereto, as follows:
1. On May 1, 1995, NCP acquired from North Canadian
Resources, Inc. ("NCRI") a promissory note ("Note") issued by
NCRI in the initial principal amount of $2,722,500. The Note is
payable in installments with a final maturity of December 31,
2032, and bears interest at the rate of 10.6% per annum. The
Note evidences NCP's right to receive distributions in respect of
the limited partnership interest in Syracuse Orange Partners,
L.P. ("SOP") owned by a subsidiary of NCP and, accordingly, is
1<PAGE>
payable only to the extent such subsidiary receives distributions
from SOP.
2. The following exhibits are filed herewith in Item
6:
F-1(a) - "Past tense" opinion of Berlack, Israels
& Liberman.
F-2(a) - "Past tense" opinion of Morrison &
Foerster.
2<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANY HAS DULY
CAUSED THIS STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
NCP ENERGY, INC.
By:
Bruce L. Levy
President
Date: May 3, 1995<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) - "Past tense" opinion of Berlack, Israels
& Liberman.
F-2(a) - "Past tense" opinion of Morrison &
Foerster.<PAGE>
Exhibit F-1(a)
May 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NCP Energy, Inc.
Application on Form U-1
SEC File No. 70-8561
Dear Sirs:
We refer to our opinion, dated March 14, 1995, filed as
Exhibit F-1 to Amendment No. 1, dated the same date, to the
Application on Form U-1, dated January 27, 1995, filed by NCP
Energy, Inc., a California corporation ("NCP"), with the
Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935 (the "Act"), and docketed by the
Commission in SEC File No. 70-8561. (The Application, as so
amended, is hereinafter referred to as the "Application").
The Application contemplated, among other things, the
acquisition by NCP from North Canadian Resources, Inc. ("NCRI")
of a promissory note issued by NCRI ("Note") in the initial
principal amount of $2,722,500. The Note is payable in
installments with a final maturity of December 31, 2032, and
bears interest at the rate of 10.6% per annum. The Note
evidences NCP's right to receive distributions in respect of the
limited partnership interest in Syracuse Orange Partners, L.P.
("SOP") owned by a subsidiary of NCRI and, accordingly, is
payable only to the extent such subsidiary receives distributions
from SOP.
In addition to the matters set forth in our previous opinion
dated March 14, 1995 and filed as Exhibit F-1 to the Application,
we have examined a copy of the Commission's order, dated April
12, 1995, granting the Application, as then amended. We have
also examined a copy of the Certificate Pursuant to Rule 24 under
the Act of NCP, dated this date, with which this opinion is being
filed (the "Certificate"), certifying to the completion of the
transactions proposed in the Application. We have also examined
such other instruments and agreements and have made such further
investigation as we have deemed necessary as a basis for this
opinion.<PAGE>
Securities and Exchange Commission
May 3, 1995
Page 2
We have been counsel to General Public Utilities Corporation
("GPU") and to its subsidiaries, including Energy Initiatives,
Inc., the parent of NCP, for many years. In that connection, we
have participated in various proceedings relating to the issuance
of securities by GPU and its subsidiaries, and we are familiar
with the terms of the outstanding securities of the corporations
comprising the GPU holding company system.
As to all matters covered hereby which are governed by the
laws of the State of California, we have relied on the opinion of
Morrison & Foerster which is being filed as Exhibit F-2(a) to the
Certificate.
Based upon and subject to the foregoing, we are of the
opinion that:
(a) all State laws applicable to the proposed
transactions have been complied with,
(b) NCP has legally acquired the Note, and
(c) the consummation of the transactions proposed
in the Application did not violate the legal rights of
the holders of any securities issued by NCP or any
"associate company" thereof, as defined in the Act.
We express no opinion as to compliance with or the effect of
any bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws relating to or affecting the
rights of creditors generally, including, without limitation,
laws relating to fraudulent transfers or conveyances, preferences
and equitable subordination.
We hereby consent to the filing of this opinion as an
exhibit to the Certificate and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN <PAGE>
Exhibit F-2(a)
May 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: NCP Energy, Inc.
Application on Form U-1
SEC File No. 70-8561
Ladies and Gentlemen:
We refer to our opinion, dated March 14, 1995, filed as
Exhibit F-2 to Amendment No. 1, dated the same date, to the
Application on Form U-1, dated January 27, 1995, under the Public
Utility Holding Company Act of 1935 (the "Act"), filed by NCP
Energy, Inc., a California corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission"), and
docketed by the Commission in SEC File No. 70-8561. (The
Application, as so amended, is hereinafter referred to as the
"Application").
The Application contemplated, among other things, the
acquisition by the Company from North Canadian Resources, Inc.
("NCRI") of a promissory note issued by NCRI (the "Note") in the
initial principal amount of $2,722,500. The Note is payable in
installments with a final maturity of December 31, 2032, and
bears interest at the rate of 10.6% per annum. The Note
evidences the Company's right to receive distributions in respect
of the limited partnership interest in Syracuse Orange Partners,
L.P. ("SOP") owned by a subsidiary of NCRI and, accordingly, is
payable only to the extent such subsidiary receives distributions
from SOP.
In addition to the matters set forth in our previous
opinion dated March 14, 1995 and filed as Exhibit F-2 to the
Application, we have examined a copy of the Commission's order,
dated April 12, 1995, granting the Application, as then amended.
We have also examined a copy of the certificate Pursuant to Rule
24 under the Act of the Company, dated this date, with which this
opinion is being filed (the "Certificate"), certifying to the
completion of the transactions proposed in the Application. We<PAGE>
Securities and Exchange Commission
May 3, 1995
Page 2
have also examined such records, documents and certificates of
the Company, have made such inquiries of officials of the
Company, and have considered such questions of law as we have
deemed necessary for the purpose of rendering the opinion set
forth herein. With respect to the opinion expressed below, we
have relied on factual representations made to us by the Company.
We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and
the conformity with originals of all items submitted to us as
copies. We have also assumed, without independent verification,
that (i) the Note has been acquired in accordance with the
Application and (ii) all California laws applicable to NCRI, its
issuance of the Note and its consummation of the transactions
relating thereto have been complied with.
Based upon and subject to the foregoing, we are of the
opinion that (a) all California laws presently in effect that are
applicable to the Company's acquisition of the Note have been
complied with, and (b) the Company has legally acquired the Note.
We express no opinion as to matters governed by any
laws other than the substantive laws of the State of California
as in effect on the date hereof. We also express no opinion as
to (i) compliance with or the effect of any bankruptcy,
insolvency, reorganization, arrangement, moratorium or other
similar laws relating to or affecting the rights of creditors
generally, including, without limitation, laws relating to
fraudulent transfers or conveyances, preferences and equitable
subordination, (ii) any aspects of the Company's acquisition of
interests in SOP other than the acquisition by the Company of the
Note, or (iii) as to the enforceability under California law of
the Note.
We hereby consent to the filing of this opinion as an
exhibit to the Certificate and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
MORRISON & FOERSTER<PAGE>
