-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVvwazLSnYRUREFmOeF0pV+NaaS5/HYtxLo/5C/XBVH64qOtn8rSAp4FH67CH5F/ pgrieMf0DeYhH67umDCFvw== 0000898080-96-000184.txt : 19961113 0000898080-96-000184.hdr.sgml : 19961113 ACCESSION NUMBER: 0000898080-96-000184 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08507 FILM NUMBER: 96659969 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 POS AMC 1 POST EFFECTIVE AMENDMENT NO.4 File No. 70-8507 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM U-1 APPLICATION AND DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NORTHEAST UTILITIES 174 Brush Hill Avenue West Springfield, Massachusetts 01089 CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION 107 Selden Street Berlin, CT 06037-1616 (Name of company filing this statement and address of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding company parent of each applicant or declarant) Jeffrey C. Miller, Esq. Assistant General Counsel NORTHEAST UTILITIES SERVICE COMPANY P.O. Box 270 Hartford, Connecticut 06141-0270 (Name and address of agent for service) The Commission is requested to mail copies of all orders, notices and communications to: Mark Malaspina, Esq. William S. Lamb, Esq. Charter Oak Energy, Inc. LeBoeuf, Lamb, Greene & MacRae P.O. Box 270 L.L.P. Berlin, CT 06141-0270 125 W. 55th Street New York, New York 10019-4513 Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation (collectively, the "Applicants") hereby amend their Application/Declaration on Form U-1, as previously amended (File No. 70-8507) for the purpose of amending Item 6 as set forth below. In all other respects, the Application/Declaration as previously filed will remain the same: Item 6 EXHIBITS AND FINANCIAL STATEMENTS a) Exhibits F-1 Opinion of Counsel G-1 Proposed Form of Notice (previously filed) H-1 Charter Oak Energy, Inc. 1995-96 Estimated Expenditures (previously filed) b) Financial Statements 1.1 Balance Sheet Actual and Pro Forma - NU (parent only), as of March 31, 1995 (previously filed) 1.2 Statement of Income Actual and Pro Forma - NU (parent only), as of March 31, 1995 (previously filed) 2.1 Balance Sheet Actual and Pro Forma - Charter Oak consolidated, as of March 31, 1995 (previously filed) 2.2 Statement of Income Actual and Pro Forma - Charter Oak consolidated, as of March 31, 1995 (previously filed) 3.1 Balance Sheet Actual and Pro Forma - COE Development, as of March 31, 1995 (previously filed) 3.2 Statement of Income Actual and Pro Forma - COE Development, as of March 31, 1995 (previously filed) 4.1 Balance Sheet Actual and Pro Forma - NU consolidated, as of March 31, 1995 (previously filed) 4.2 Statement of Income Actual and Pro Forma - NU consolidated, as of March 31, 1995 (previously filed) SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized. NORTHEAST UTILITIES CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION By: /s/ William S. Lamb William S. Lamb LeBoeuf, Lamb, Greene & MacRae L.L.P. A Limited Liability Partnership Including Professional Corporations 125 W. 55th Street New York, NY 10019-4513 Attorney for Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation EX-5 2 LEGAL OPINION Exhibit F-1 Jeffrey C. Miller 107 Selden Street Berlin, Connecticut 06037 November 8, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 10549 Gentlemen: As Assistant General Counsel of Northeast Utilities' (NU) subsidiary, Northeast Utilities Service Company (NUSCO), I have acted as counsel to NU, and as counsel to its subsidiaries Charter Oak Energy, Inc. (Charter Oak) and COE Development Corporation (COE Development), with respect to the Application/ Declaration, as heretofore amended, and Post-Effective Amendments Nos. 1 and No. 2 thereto (collectively, the Application) on Form U-1 to the Securities and Exchange Commission in File No. 70- 8507, seeking, among other things, reauthorization for the funding for Charter Oak and COE Development and authorization for the issuance of certain dividends. I am furnishing this opinion to you in connection with the Application. As counsel for NU, Charter Oak and COE Development in this matter, I am generally familiar with the nature and character of the businesses of Charter Oak and COE Development. I am a member of the bar of New York. I am not a member of the bar of the Commonwealth of Massachusetts, the state in which NU is organized, nor am I a member of the bar of the State of Connecticut, the state in which Charter Oak and COE Development are incorporated, and I do not hold myself out as an expert in the laws of such Commonwealth or State, although I have made a study of such laws and am associated with and have consulted with other 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 and of the State of Connecticut. In connection with this opinion, I have examined or caused to be examined the Commissions' orders dated May 17, 1989 (HCA Rel. No. 35-24893), January 28, 1992 (HCA Rel. No. 35- 25461), October 16, 1992 (HCA Rel. No. 35-25655), December 29, 1992 (HCA Rel. No. 35-25721), December 30, 1992 (HCA Rel. No. 35- 25726), September 24, 1993 (HCA Rel. No. 35-25891), January 24, 1994 (HCA Rel. No. 35-25977), September 2, 1994 (HCA Rel. No. 35- 26116), September 30, 1994 (HCA Rel. No. 35-26134), December 30, 1994 (HCA Rel. No. 35-26213) and August 7, 1995 (HCA Rel. No. 35- 26345), the Application and the various exhibits thereto, the minutes of various meetings of the Board of Trustees of NU and the Boards of Directors of Charter Oak and COE Development, the laws of the Commonwealth of Massachusetts and the State of Connecticut, the certificates of incorporation and by-laws of COE Development and Charter Oak and such other documents as I deem necessary for the purpose of this opinion. I assume that the Board of Trustees of NU, the Boards of Directors of Charter Oak and COE Development and the officials and other representatives of NU, Charter Oak and COE Development will take all further corporate action necessary to authorize and implement certain of the transactions contemplated by the Application. I also assume that the Securities and Exchange Commission will issue an order under the Public Utility Holding Company Act of 1935 as requested in the Application, and that all actions taken thereafter will be in conformity with such order. Based on the foregoing, I am of the opinion that: A. All state laws applicable to the transactions described in the Application have been complied with; B. Charter Oak and COE Development are validly organized and duly existing; C. When issued and sold as described in the Application, any common stock of Charter Oak, of COE Development and of intermediate subsidiary companies of Charter Oak, ("Intermediate Companies") issued and sold in accordance with the Commission's authorization of the transactions contemplated by the Application, will be validly issued, fully paid, and non- assessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the corporate documents defining such rights and privileges; D. When acquired as described in the Application, NU will legally acquire any common stock and other security of Charter Oak issued and sold in accordance with the Commission's authorization of the transactions contemplated by the Application, and Charter Oak will legally acquire any common stock and other security of COE Development or of Intermediate Companies issued and sold in accordance with the Commission's authorization of transactions contemplated by the Application and Charter Oak, COE Development and Intermediate Companies will legally acquire any common stock and other security of unaffiliated developers of QFs, Exempt Projects or Qualified IPPs issued and sold in accordance with the Commission's authorization of the transactions contemplated by the Application; E. When issued as described in the Application, any evidence of indebtedness issued by Charter Oak or by Intermediate Companies to non-affiliates, and any NU guarantee in respect thereof, will be valid and binding obligations of Charter Oak, the Intermediate Company or NU, respectively, in accordance with their terms, subject to laws of general application with respect to rights and remedies of creditors and subject to equitable principles; F. When NU shall have received any necessary consents of certain lenders as to certain transactions described in the Application, the consummation of the proposed transactions as described in the Application will not violate the legal rights of any holders of securities issued by NU, Charter Oak, COE Development, or any other existing NU subsidiary company. I hereby consent to the use of this opinion in connection with the filing of the Application. Very truly yours, /s/ Jeffrey C. Miller Jeffrey C. Miller -----END PRIVACY-ENHANCED MESSAGE-----