SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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In the Matter of
Bangor Hydro-Electric Company, et al. CERTIFICATE
PURSUANT TO
File No. 70-9509 RULE 24
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed by Bangor
Hydro-Electric Company ("BHE "), a Maine corporation and an exempt holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), in connection with the transaction proposed in the Form U-1 Application-
Declaration (the "Application-Declaration"), as amended, in File No. 70-9509.
The transaction was authorized by Order of the Securities and Exchange
Commission (the "Commission") dated October 25, 1999 (the "Order"). BHE hereby
certifies the matters set forth below pursuant to Rule 24 of the rules under the
Act:
i. That, through a wholly-owned subsidiary, Penobscot Natural Gas
Company, BHE has acquired a 50% interest in Bangor Gas Company LLC, a Maine
limited liability company which will become a "gas utility company" within the
meaning of Section 2(a)(4) of the Act .
ii. The transaction approved by the Commission has been carried out in
accordance with the terms and conditions of, and for the purposes requested in,
the Application-Declaration, and in accordance with the terms and conditions of
the Order.
iii. Filed herewith as Exhibits F-1is a "past-tense" Opinion of Counsel
for BHE.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this Certificate
to be signed on their behalf by the undersigned thereunto duly authorized.
BANGOR HYDRO-ELECTRIC COMPANY
By: /s/ Frederick S. Samp
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Name: Frederick S. Samp
Title: Vice President-Finance and Law
PENOBSCOT NATURAL GAS COMPANY
By: /s/ Douglas S. Morrell
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Name: Douglas S. Morrell
Title: President
Date: December 23, 1999
EXHIBIT F-1
December 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Bangor Hydro-Electric Company, et al.:
Application on Form U-1
SEC File No. 70-9509
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Ladies and Gentlemen:
On behalf of Bangor Hydro-Electric Company ("BHE") and Penobscot
Natural Gas Company ("Penobscot" and together with BHE, the "Applicants"), we
have examined the Application on Form U-1, dated June 1, 1999, (as amended, the
"Application") under the Public Utility Holding Company Act of 1935 (the "Act"),
filed by the Applicants with the Securities and Exchange Commission (the
"Commission") in the above-referenced proceeding and the Commission's Order,
dated October 25, 1999, approving the Application. Capitalized terms not
defined herein have the meanings set forth in the Application.
As set forth in the Application, the Applicants requested authorization
of the acquisition by BHE, through its wholly-owned subsidiary Penobscot, of
fifty percent (50%) of the membership interests in Bangor Gas Company LLC
("Bangor Gas") which will become a "gas utility company" within the meaning of
the Act when it begins delivering natural gas to customers (the "Transaction").
We have acted as special Maine counsel for the Applicants regarding the
Transaction. In rendering the opinions set forth below, we have examined
copies, signed, certified or otherwise proven to our satisfaction, of the
following documents:
1. The Application;
2. The Bangor Gas Operating Agreement, dated as of October 27, 1997;
3. The Articles of Organization of Bangor Gas;
4. The Consolidated Application dated October 27, 1997, of Bangor Gas
and BHE to the Maine Public Utilities Commission ("MPUC") for
various approvals (MPUC Docket Nos. 97-795 and 97-796);
5. The Order of the MPUC granting Bangor Gas a petition for gas
service authority, dated June 30, 1998;
6. The Petition dated June 24, 1998, of Bangor Gas to the MPUC for
approval to furnish gas service in additional service territory
(MPUC Docket No. 98-468);
7. The Order of the MPUC granting Bangor Gas a petition for gas
service authority in additional service territory, dated October
22, 1998.
8. Order of the Commission dated October 25, 1999, approving the
Transaction.
The documents listed in (1) through (8) above are hereinafter referred to as the
"Transaction Documents." In addition, we have examined such other instruments,
agreements and documents and made such other investigation related to Maine
state approvals, certificates, and licenses as we have deemed necessary as a
basis for this opinion. We have also relied upon representations and statements
of officials and agents of BHE, Penobscot and Sempra Energy regarding the
Transaction that is the subject of the Application.
Based on the foregoing, and upon an examination of such questions of
law as we have considered necessary or appropriate, and subject to the
limitations, qualifications and assumptions set forth herein, it is our opinion
that:
1. The Applicants have complied with all Maine laws applicable to the
Transaction.
2. Each of the Applicants is duly organized, existing and in good
standing under the laws of the State of Maine.
3. Penobscot has legally acquired, under the laws of the State of
Maine, the Bangor Gas membership interests it holds.
4. The Transaction will not violate the legal rights of the holders of
any securities issued by the Applicants or any associate company
thereof, to the extent any such rights are subject to Maine law.
The opinions set forth above are qualified and limited as stated
therein and are further qualified and limited by the following:
a. The opinions are based upon existing laws, ordinances and
regulations in effect as of the date hereof and as they presently
apply. In addition, the opinions are expressed only as of the date of
this letter and we disclaim any obligation to advise you of any changes
thereafter.
b. We have assumed, without independent verification, the
competency of all individuals signing the Transaction Documents and
other documents on behalf of all Persons, the genuineness of all
signatures on behalf of all Persons, the authenticity of all documents
submitted to us as originals on behalf of all Persons, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the accuracy and completeness of all records
made available to us.
c. We have assumed, without independent verification, that: (i)
the Transaction Documents have been duly authorized by all parties
thereto, and duly executed and delivered by the parties thereto other
than the Applicants, are within the corporate or limited liability
company (as the case may be) power of all parties thereto, and are
valid and binding obligations enforceable against the parties thereto
other than the Applicants; (ii) except to the extent of the matters
expressly covered by our opinions above, all parties to the Transaction
Documents are in material compliance with all applicable laws, rules
and regulations governing the conduct of their business with respect to
this Transaction and are legally permitted to do business in Maine and
have the full power, authority and legal right to perform the
applicable provisions of the Transaction Documents; (iii) the
representations and warranties made in the Transaction Documents by the
parties thereto and in any applications, notifications, and other
documents filed with any governmental authority are true and complete
in all respects with respect to all factual matters; and (iv) there are
no documents or instruments, oral or written agreements, or other
understandings between the parties to the transactions contemplated by
the Transaction Documents that pertain to the subject matter of this
opinion that are not contained in the Transaction Documents.
d. The opinions heretofore expressed are qualified to the extent
that: (i) the characterization of, and the enforceability of any rights
or remedies in any agreement or instrument may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws (including court decisions) and doctrines
affecting the rights of creditors generally and general equitable
principles and to the implied covenants of good faith, reasonableness
and fair dealing; and (ii) the availability of (a) specific
performance, injunctive relief or any other equitable remedy or (b) a
particular remedy, may be subject to certain equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.
We express no opinion as to the laws of any jurisdiction other than the
State of Maine and the federal laws of the United States of America described
above. These opinions are furnished solely for your use in connection with the
Transaction that is the subject of the Application, are effective only as of the
date hereof and may not be used or relied upon by any other Person or for any
other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
CURTIS THAXTER STEVENS
BRODER & MICOLEAU LLC
