0000023426-01-500012.txt : 20011010
0000023426-01-500012.hdr.sgml : 20011010
ACCESSION NUMBER: 0000023426-01-500012
CONFORMED SUBMISSION TYPE: U-1/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20011005
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CONNECTICUT LIGHT & POWER CO
CENTRAL INDEX KEY: 0000023426
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]
IRS NUMBER: 060303850
STATE OF INCORPORATION: CT
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: U-1/A
SEC ACT: 1935 Act
SEC FILE NUMBER: 070-09905
FILM NUMBER: 1752664
BUSINESS ADDRESS:
STREET 1: SELDEN STREET
CITY: BERLIN
STATE: CT
ZIP: 06037-1616
BUSINESS PHONE: 8606655000
U-1/A
1
formu1a709905.txt
COVER
File No 70-9905
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM U-1
APPLICATION/DECLARATION WITH RESPECT TO CERTAIN TRANSACTIONS
RELATING TO THE EXTENSION OF AN ACCOUNTS RECEIVABLE PURCHASE AND
SALE PROGRAM
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE CONNECTICUT LIGHT AND POWER COMPANY
CL&P RECEIVABLES CORPORATION
107 Selden Street
Berlin, Connecticut 06037-5457
(Name of companies filing this statement and address of principal
executive offices)
NORTHEAST UTILITIES
(Name of top registered holding company parent of declarant)
Gregory B. Butler, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, Connecticut 06141-0270
(Name of address of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Randy A. Shoop Jeffrey C. Miller
Treasurer Assistant General Counsel
The Connecticut Light and Power Company Northeast Utilities Service
P.O. Box 270 Company, P.O. Box 270
Hartford, Connecticut 06141-0270 Hartford, Connecticut 06141-0270
ITEM VI
EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits are filed herewith:
D.2 Copy of the Order of the DPUC with respect to the extension of CL&P's
proposed transactions.
F. Opinion of Counsel to CL&P
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
Dated: October 4, 2001
THE CONNECTICUT LIGHT AND POWER COMPANY
CL&P RECEIVABLES CORPORATION
By /S/ Randy A. Shoop
Randy A. Shoop
Treasurer
EX-99
3
formu1a709905exhibitd2.txt
EXHIBIT D.2 DPUC DECISION
Exhibit D.2
STATE OF CONNECTICUT
DEPARTMENT OF PUBLIC UTILITY CONTROL
TEN FRANKLIN SQUARE
NEW BRITAIN, CT 06051
DOCKET NO. 96-05-24RE04 APPLICATION OF THE CONNECTICUT LIGHT AND
POWER COMPANY REQUESTING APPROVAL OF THE
SALE OF ACCOUNTS RECEIVABLE - EXTENSION
OF RECEIVABLES PROGRAMAPPLICATION OF THE
CONNECTICUT LIGHT AND POWER COMPANY
REQUESTING APPROVAL OF THE SALE OF
ACCOUNTS RECEIVABLE - EXTENSION OF
RECEIVABLES PROGRAM
August 31, 2001
By the following Commissioners:
Jack R. Goldberg
Glenn Arthur
John W. Betkoski, III
DECISION
DECISION
I. INTRODUCTION
A. Summary
B.
In this Decision, the Department of Public Utility Control
extends The Connecticut Light and Power Company's Receivables
Program through July 8, 2004. The Receivables Program provides
additional financial flexibility at a cost lower than the
Company's primary source of alternate short-term funding.
However, the Company is directed to use its own cash through
Northeast Utilities System Money Pool borrowing whenever such
borrowing proves beneficial.
A. B.Petition
B.
By supplemental application filed July 2, 2001
(Application), The Connecticut Light and Power Company (CL&P or
Company) requested approval of the Department of Public Utility
Control (Department) for the extension of the Company's
Receivable Program until July 8, 2004.
A. C.Background Of The Proceeding
B.
By Decision dated June 5, 1996, in above captioned Docket,
the Department of Public Utility Control (Department) approved
the sale from time to time of up to $200 million fractional
undivided ownership interests in billed and unbilled accounts
receivable (Receivables Program) of The Connecticut Light and
Power Company (CL&P or Company), pursuant to Section 16-43 of the
General Statutes of Connecticut (Conn. Gen. Stat.). In a
supplemental application dated June 30, 1997 (Supplemental
Application), filed pursuant to Conn. Gen. Stat. Section 16-43,
CL&P requested that the Department approve the formation of CL&P
Receivables Corporation (CRC) and the restructuring of the
Receivables Program from a one-step to a two-step sales
transaction. By Decision dated September 10, 1997 (Supplemental
Decision), the Department approved the formation of CRC and the
restructuring of the Receivables Program; and set forth, among
others, Order Nos. 4 and 6 as follows:
4. No later than October 15, 1997, the Company shall submit a
monthly report documenting the sale of the Receivables.
Such report shall include the dollar value of all
transactions between the Company, CRC, CAFCO and the Banks.
The report shall also include a calculation of the all-in
interest rate and the Receivables discount applicable to
each transaction.
6. Commencing September 30, 1997, the Company shall submit a
quarterly report itemizing all expenses actually incurred to CL&P
and CRC in the sale of the Receivables. Such report shall
include but not be limited to all costs of maintaining CRC, and
compensation, if any, of any CL&P and/or NU employees for their
services to CRC.
Further, in a supplemental application (Supplemental
Application ll) dated September 29, 1998, CL&P requested the
Department's approval for an increase in the facility fee payable
under the Receivables Program. By Decision dated November 25,
1998 (Supplemental Decision ll), the Department approved an
increase in facility fees payable under CL&P's Receivables
program from 0.25% to 0.375%.
By Decision dated December 13, 2000, the Department reopened
this docket for the limited purpose of considering the
termination of reporting requirements under such Order Nos. 4 and
6 above. By Decision dated February 21, 2001, the Department
terminated the reporting requirements under Order Nos. 4 and 6
referenced above.
By Decision dated July 11, 2001, and as allowed under Conn.
Gen. Stat. 16-9, the Department re-opened this Docket for the
limited purpose of considering the extension of the Receivables
Program until July 8, 2004.
A. D.Conduct Of The Proceeding
Pursuant to a Notice of Hearing dated July 24, 2001, a
public hearing was held on July 30, 2001 at the offices of the
Department, Ten Franklin Square, New Britain, Connecticut. The
hearing was continued at the offices of the Department to August
6, 2001, and was closed in this matter by Notice of Close of
Hearing dated August 13, 2001.
E. Parties And Intervenors
The Connecticut Light and Power Company, P.O. Box 270,
Hartford, Connecticut 06141-0270; and the Office of Consumer
Counsel (OCC), Ten Franklin Square, New Britain, Connecticut
06051 were recognized as parties to this proceeding.
II. COMPANY'S EVIDENCE
In this proceeding, the Company supplied evidence through
its Application, responses to interrogatories and Late Filed
Exhibit requests, and testified at length during two days of
public hearings in this matter.
The Company indicated that the Receivables Program will
continue to operate as previously. However, the Company
Agreement and the CRC Agreement have been amended in connection
with the issuance of rate reduction bonds (RRB) by Connecticut
RRB Special Purpose Trust CL&P-1 with respect to certain of
CL&P's stranded costs pursuant to Conn. Gen. Stat. 16-245e and
16-245f. Such amendments clarify that the RRB Charge authorized
by the Department in its Decision dated November 8, 2000 and
supplemented on December 12, 2000 and March 12, 2001, in Docket
No. 00-05-01, Application of The Connecticut Light and Power
Company for Approval of the Issuance of Rate Reduction Bonds and
Related Transactions-Settlement Agreement, is not part of any
Receivables or Receivable Interests sold in the Receivables
Program. Application, p. 2. Such amendments also reduce the
maximum amount of Receivable Interests that can be outstanding
under the Program at any time from $200,000,000 to $100,000,000.
Id.
The Company indicates there are two fixed charges under the
Receivables Program: 1) a liquidity fee of .15% (reduced from
.20% under the existing Agreement) which secures the Bank's
commitment to lend, and 2) an investor fee of .01%. Response to
Interrogatory EL-1, p. 3; Tr. 7/30/01, p. 123. Such fees are
assessed against the $100,000,000 maximum Receivable Interests
that can be outstanding and collectively amount to a fixed
expense of $160,000 annually for CL&P. Tr. 8/6/01, pp. 192-193.
The Company notes that such accounts receivable expensing is
eventually recovered through depreciation in rates to the extent
the funds are capitalized as part of the AFUDC. Tr. 8/6/01, pp.
200-203.
Additional fees of the Receivables Program are the program
fee (.125%), purchaser fee (.02%), and a yield (3.72% or the 30-
day Libor less 7 basis points) which, to the extent attributable
to commercial paper (CP), will be equal to the average weighted
cost of CP issued by Corporate Asset Funding Company (CAFCO).
Response to Interrogatory EL-1, p. 3. Such fees are assessed
against the amounts and days elapsed of Receivable Interests
outstanding, calculated on a 360 day basis. Id. The Summary of
charges pursuant to the Receivables Program is as follows:
Receivables Program
Fee Rate
Yield - CP Rate 3.720%
Investor Investment Fee 0.010%
Liquidity Fee 0.150%
Program Fee 0.125%
Purchaser Fee 0.020%
Total 4.025%
Response to Interrogatory EL-14, p. 2.
The Receivables Program is governed by two agreements.
Under the "Company Agreement," CL&P sells or transfers
Receivables as an equity contribution from time to time to CRC.
Under the "CRC Agreement," CRC sells Receivable Interests to
either CAFCO or Citibank, N. A. and any other bank or eligible
financial institution that may become a party to the CRC
Agreement in accordance with its provisions. Application, p. 2.
In this regard, CL&P sells or transfers, as equity
contributions, all of its accounts receivables booked to FERC
accounts 142.01, 142.03, 142.09, and 173, to CRC. Response
to Interrogatory EL-1, p. 2; Tr. 7/30/01, p. 121. On CRC's
financial statements the sale of ownership interests to CAFCO are
recorded as debt. On a consolidated basis, the transactions
taken as a whole, including the first set of transactions between
CL&P and CRC and the second set of transactions between CRC and
CAFCO, are accounted for as sales of accounts receivable and
accrued utility revenues on CL&P's consolidated financial
statements. Response to Interrogatory EL-1, p. 3. Accordingly,
the Receivables Program does not add to CL&P's level of debt.
Tr. 7/30/01, p. 126.
The purchase price paid by CRC for Receivable Interests will
be on a discounted basis (about 165 basis points), which takes
into account historical loss statistics. Response to
Interrogatory EL-1, p. 2; Tr. 7/30/01, p. 115. CRC may sell from
time to time such newly acquired accounts receivables to the
purchaser CAFCO. The purchase price formula includes: reserves
based upon, among other things, a multiple of historical losses
and historical dilutions, customer concentrations that exceed
specified levels, carrying costs and other costs associated with
the transaction. Response to Interrogatory EL-1, p. 2. The
additional reserves put up by CRC against the Receivable
Interests serve as security only, or a form of collateral. Tr.
7/30/01, p. 120. Pursuant to this, CAFCO will issue commercial
paper in its own name as an A1/P1 issuer, and will take these
funds and advance them to CRC. Tr. 7/30/01, p. 121. The
purchaser, CAFCO, is reimbursed by the cash coming in from the
receivables as they are collected by CL&P; and as such, funding
from the commercial paper is paid back. Tr. 7/30/01, pp. 123-
124.
The Company presently is restricted by a maximum $375
million short-term debt limit by the Securities and Exchange
Commission (SEC). Response to Interrogatory EL-18. CL&P
maintains additional funding sources through its internal
generation of cash, The Northeast Utilities (NU) System Money
Pool, and its revolving credit facility with Citibank. Tr.
7/30/01, p. 132. CL&P notes that it is currently in a cash
position of about $170 million. Tr. 7/30/01, p. 152. The
Company projects that it will generate internal funds from
operations of approximately $229 million for 2001. Response to
Interrogatory EL-23. However, CL&P notes that it will have
demands on such funds, including but not limited to, a
significant requirement to pay taxes sometime before the end of
the year, attributable primarily to the sale of the Millstone
units, as well an anticipation that bondholders may exercise a
put at the end of October with a maximum potential of $140
million if exercised by all holders. Tr. 7/30/01, pp. 152-153.
The Company notes that the need to fund working capital is
continual and that such funds from operations may not be
available at the right time for these needs. Tr. 7/30/01, pp.
155-156.
The Company presently maintains a borrowing limit of $150
million under its revolving credit facility with Citibank.
CL&P's estimated cost of borrowing under such facility is 4.665%,
which is comprised of the following components:
Revolving Credit Facility
Fee Rate
Eurodollar Rate 3.790%
Eurodollar Advance 0.750%
Eurodollar Utilization Margin 0.125%
Total 4.665%
Response to Interrogatory EL-14, p.2.
CL&P also maintains access to short-term funding through the
NU System Money Pool at an estimated rate of 3.75% on borrowed
amounts. Late Filed Exhibit No. 1; Tr. 7/30/01, p. 137. The
Money Pool enables subsidiaries of NU to invest excess cash and
likewise subsidiaries who need funding can borrow from it. Tr.
8/6/01, p.187. Money Pool balances thus far for each month-end
of 2001 are positive, indicating a net investment position, and
are as follows:
NU System Money Pool Balances
(month-end 000's)
Month Balance
January 2001 $80,400
February 2001 $30,900
March 2001 $116,200
April 2001 $440,600
May 2001 $378,700
June 2001 $149,200
July 2001 $145,800
Late Filed Exhibit 1.
The Company notes that these funds are unpredictable from day to
day and thus do not provide a reliable source of funding for
CL&P's short-term needs. Tr. 8/6/01, p. 194.
The Company testified that: 1) the Receivables Program
offers additional financial flexibility and very competitive
rates relative to other short-term liquidity sources CL&P has
access to (Response to Interrogatory EL-1, p.1); 2) the proposed
transactions associated with the Receivables Program will not
result in a rate increase to CL&P's retail customers now or in
the future, and 3) CL&P customers will not experience any change
in the procedures to service or collect on outstanding accounts.
Thus, it is expected that the Receivables Program will continue
to provide CL&P customers with important financial flexibility
with no change in the rates charged or CL&P's provision of
service to the public. Response to Interrogatory EL-003.
III. DEPARTMENT ANALYSIS
The Department has analyzed the evidence and concludes that
the Receivables Program should be allowed to be continued through
July 8, 2004, since the Receivables Program provides additional
financial flexibility at a cost lower than the Company's primary
source of alternate short-term funding, its $150 million
revolving credit facility with Citibank.
CL&P has improved its profitability performance, realizing
ROEs of 15.31% and 15.41% for the twelve-month periods ended
December 31, 2000 and March 31, 2001, respectively. Order No. 1
Filings, Docket No. 76-03-07, Investigation to Consider Rate
Adjustment Procedures and Mechanisms Appropriate to Charge or
Reimburse the Consumer for Changes in the Cost of Fossil Fuel
and/or Purchased Gas for Electric and Gas Public Service
Companies. These profit levels have not only exceeded the
Company's allowed ROE level of 10.3%, but have also contributed
to CL&P's increased generation of funds from internal operations
where net investment balances (invested cash) of $149.2 million
and $145.8 million as of June 30, 2001 and July 31, 2001,
respectively, were achieved. Late-Filed Exhibit No. 1.
When asked if it would be cost-effective to replace some of
the Receivables borrowing with Money Pool funds due to the
differential in rates of these two funding sources, the Company
testified "if you looked at that on any given day, that would be
true." Tr. 8/6/01, pp. 193-194. The Department also finds it
beneficial to use Money Pool funds for short-term funding needs,
whenever available, given the differential in the estimated cost
between the Money Pool and the Receivables Program (4.025%-
3.750%) of .275%.
The Company, however, has testified that the
unpredictability of the NU System Money Pool funds' availability
on a day-to-day basis makes it an unreliable source of cash for
working capital needs. The Department agrees that this is a
limiting factor and therefore has found that the extension of the
Receivables Program as proposed is beneficial to CL&P by
providing reliable short-term funding at competitive rates. In
this regard, the Receivables Program should also contribute
positively to earnings and benefit customers through the
Company's earnings sharing mechanism adopted in Docket Nos. 00-12-
01 & 99-03-36RE03, Petitions of the Office of Attorney General
and Office of Consumer Counsel for an Investigation of Over-
Earnings by The Connecticut Light and Power Company; DPUC
Determination of The Connecticut Light and Power Company's
Standard Offer -16-19(g). Pursuant to this mechanism, customers
share 50%/50% in all earnings of the Company in excess of its
allowed ROE of 10.3%. However, the Company must make clearly
defined and measurable efforts to use its own cash through Money
Pool borrowing, whenever beneficial, to minimize funding under
the Receivables Program.
IV. FINDINGS OF FACT
1) The RRB charge is not part of any Receivables or Receivable
Interests sold in the Receivables Program.
2) The maximum amount of Receivable Interests that can be
outstanding under the Program at any time has been reduced to
$100,000,000.
3) The estimated cost of borrowing under the Receivables
Program is 4.025%.
4) CL&P's estimated cost of borrowing under its revolving
credit facility is 4.665%.
5) CL&P has access to short-term funding through the NU System
Money Pool at an estimated cost of 3.75%.
6) Pursuant to the "Company Agreement," CL&P sells or transfers
as an equity contribution from time to time Receivables to CRC.
7) Pursuant to the "CRC Agreement," CRC sells Receivable
Interests to either CAFCO or Citibank, N. A. and any other bank
or eligible financial institution that may become a party to the
CRC Agreement in accordance with its provisions.
8) On a consolidated basis, the Receivables transactions taken
as a whole, including the first set of transactions between CL&P
and CRC and the second set of transactions between CRC and CAFCO,
are accounted for as sales of accounts receivable and accrued
utility revenues on CL&P's consolidated financial statements.
9) The Company presently maintains a borrowing limit of $150
million under its revolving credit facility with Citibank.
10) CL&P notes that it is currently in a cash position of about
$170 million.
11) The Company projects that it will generate internal funds
from operations of approximately $229 million for 2001.
12) The NU System Money Pool had net investment balances of
$149.2 million and $145.8 million as of June 30, 2001 and July
31, 2001, respectively.
V. CONCLUSION AND ORDERS
A.
B. A. Conclusion
The Department finds that CL&P's Receivables Program is
financially beneficial to the Company and its ratepayers since it
provides additional financial flexibility at a cost lower than
the Company's primary source of alternate short-term funding, its
$150 million revolving credit facility with Citibank.
Accordingly, the Department grants CL&P an extension of its
Receivables Program through July 8, 2004. However, due to CL&P's
improved profitability and increase in cash generated from
operations, the Department requires CL&P to make clearly defined
and measurable efforts to use its own cash through Money Pool
borrowing, whenever beneficial, to minimize funding under the
Receivables Program.
A. B.Orders
For the following Orders, submit an original and fifteen (15)
copies of the requested material to the Executive Secretary,
identified by docket Number, Title and Order Number.
1) The terms and conditions under which the Receivables are to
be sold under the Receivables Program shall be substantially as
stated in this proceeding, and no further written material or
oral supplements to or material modification of those terms and
conditions shall be executed without prior approval of this
Department.
2) Should the fixed fees under the Receivables Program be
increased at any time through the extension period of July 8,
2004, the Department shall be notified as to such changes.
3) The proceeds from the sale of Receivables under the
Receivables Program shall be used by the Company for the purposes
specified in this proceeding.
4) Not later than 90 days following each calendar year-end, the
Company shall submit an annual report documenting the sale of
receivables, dollar value of all transactions between the
Company, CRC, CAFCO, and the Banks, including a calculation of
the all-in interest rate, the Receivables discount applicable to
each transaction, and all expenses of the Receivables Program.
This report shall reconcile with the sales of accounts receivable
and accrued utility revenues, and the Receivables Program's
expenses, recorded on CL&P's consolidated financial statements
for the year.
5) Not later than 90 days following each calendar year-end, the
Company shall submit the average monthly 30-day, and month-end,
cash balances of the NU System Money Pool. The Company shall
provide documentation of when such funds were used in place of
the Receivables Program and the approximate financial benefit
accrued to CL&P of doing this.
_______________________________
CL&P notes that such referenced cost of the Receivables
Program, as well as those of the Revolving Credit Facility, and
NU System Money Pool are estimates based on current market
conditions and that the actual costs will be determined at the
time of funding. CL&P Written Comments, 8/30/01, p. 2.
CRC was organized to handle the administrative process of the
Receivables Program enabling the benefit of off-balance sheet
treatment.
DOCKET NO. 96-05-24RE04 APPLICATION OF THE CONNECTICUT LIGHT AND
POWER COMPANY REQUESTING APPROVAL OF THE
SALE OF ACCOUNTS RECEIVABLE - EXTENSION
OF RECEIVABLES PROGRAM
This Decision is adopted by the following Commissioners:
Jack R. Goldberg
Glenn Arthur
John W. Betkoski, III
CERTIFICATE OF SERVICE
The foregoing is a true and correct copy of the Decision
issued by the Department of Public Utility Control, State of
Connecticut, and was forwarded by Certified Mail to all parties
of record in this proceeding on the date indicated.
8/31/01
Louise E. Rickard Date
Acting Executive Secretary
Department of Public
Utility Control
EX-99.11 OPIN COUNSL
4
formu1a709905milleropinion.txt
OPINION OF COUNSEL - JEFF MILLER
EXHIBIT F
October 4, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-9905
Application/Declaration of The Connecticut Light and Power Company
and CL&P Receivables Corporation with Respect to Certain Transactions
Relating to an Accounts Receivable Purchase and Sale Program
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast
Utilities Service Company("NUSCO"), the service company
subsidiary of Northeast Utilities ("NU"), and I am
furnishing this opinion as Exhibit F to the
Application/Declaration, as amended, on Form U-1 (the
"Declaration") of The Connecticut Light and Power Company
("CL&P"), a subsidiary of NU, and CL&P Receivables
Corporation, a subsidiary of CL&P ("CRC"), to the Commission
with respect to certain transactions relating to an accounts
receivable purchase and sale program and related
transactions, as more fully set forth in the Declaration.
In connection with this opinion, I have examined or
caused to be examined by counsel associated with or engaged
by me, including counsel who are employed by NUSCO, such
papers, documents, and records, and have made such
examination of law and have satisfied myself as to such
other matters as I have deemed relevant or necessary for the
purpose of this opinion. I have assumed the authenticity of
all documents submitted to me as originals, the genuineness
of all signatures, the legal capacity of natural persons,
and the conformity to originals of all documents submitted
to me as copies.
The opinions set forth herein are limited to the
laws of the State of Connecticut and the federal laws of the
United States. I am a member of the bar of the State of New
York. I am not a member of the bar of the State of
Connecticut, and do not hold myself out as an expert in the
laws of such jurisdiction, although I have made a study of
relevant laws of such jurisdiction. In expressing opinions about
matters governed by the laws of the State of Connecticut, I have
consulted with counsel who are employed by NUSCO and are members of
the bars of such jurisdiction.
The opinions set forth in paragraph (b) below are
subject to the effect of bankruptcy, insolvency, moratorium
and other similar laws affecting creditors rights generally
and general principles of equity.
Based upon and subject to the foregoing, and if the
proposed transactions contemplated by the Declaration are
carried out in accordance therewith, I am of the opinion
that:
(a) all Connecticut laws applicable to
the proposed transactions will have been complied with;
(b) (i) CRC is validly organized and duly
existing under the laws of the State of Connecticut, (ii)
the common stock of CRC issued to CL&P is validly issued,
fully paid and nonassessable, and CL&P is entitled to all of
the rights and privileges appertaining to the ownership of
100% of the issued and outstanding common stock of CRC, and
(iii) insofar as any interests in receivables sold by CRC as
part of such transactions are regulated as the issuance of
securities, such securities will be valid and binding
obligations of CRC in accordance with their terms; and
(c) the consummation of the proposed transactions
by CL&P and CRC will not violate the legal rights of the
holders of any securities issued by CL&P or CRC or any
associate company thereof.
Very truly yours,
/S/ Jeffrey C. Miller