-----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, WZuyQUs+7xb4JpveJMI6cwCa0OiXvDQCfiWBXNgcRgqgTFoEUvQaFteWCW2lHlPx AU3HmQ6o2KzVRWA14Krn6Q== 0000950135-02-003560.txt : 20020807 0000950135-02-003560.hdr.sgml : 20020807 20020807105120 ACCESSION NUMBER: 0000950135-02-003560 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-10033 FILM NUMBER: 02721285 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 35-CERT 1 b43884nue35vcert.txt NORTHEAST UTILITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Application/Declaration CERTIFICATE PURSUANT TO RULE of Northeast Utilities 24 UNDER THE PUBLIC UTILITY on Form U-1 File HOLDING COMPANY ACT OF 1935 No. 70-10033 Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities ("NU") certifies that, as described in the Application/Declaration on Form U-1 in File No. 70-10033 (the "Application"), which was allowed to become effective by order of the Commission in Pubic Utility Holding Company Act Release No. 35-27555 (July 30, 2002) (the "Order"), on July 31, 2002 Vermont Yankee Nuclear Power Corporation and Entergy Nuclear Vermont Yankee, LLC consummated the transaction contemplated by the Purchase and Sale Agreement dated as of August 15, 2001. NU further certifies that such transaction has been carried out in accordance with the terms and conditions of and for the purposes represented by the Application and the Order. Attached hereto as Exhibit F-2 are the "past tense" opinions of counsel to NU and Vermont Yankee Nuclear Power Corporation. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned have duly caused this Certificate to be signed on their behalf by the undersigned thereunto duly authorized. NORTHEAST UTILITIES By /s/ John B. Keane ---------------------------------------- Name: John B. Keane Title: Vice President-Administration of Northeast Utilities Service Company, as Agent for Northeast Utilities VERMONT YANKEE NUCLEAR POWER CORPORATION By /s/ Bruce W. Wiggett ---------------------------------------- Name: Bruce W. Wiggett Title: Senior Vice President of Finance and Administration Dated: August 5, 2002 -2- EX-99.F-2 3 b43884nuexv99wfv2.txt PAST TENSE OPINION OF COUNSEL Exhibit F-2 Past Tense Opinion of Counsel to Northeast Utilities Northeast Utilities Berlin, Connecticut August 5, 2002 Securities and Exchange Commission Washington, DC 20549 Re: Vermont Yankee Nuclear Power Corporation File No. 70-10033 Ladies and Gentlemen: This opinion is furnished to you in connection with the filing with you of the Rule 24 Certificate (the "Certificate") of Northeast Utilities (the "Company") under the Public Utility Holding Company Act of 1935, as amended (the "Act"), relating to the consummation of the sale (the "Transaction") of the assets constituting the Vermont Yankee Nuclear Power Plant by Vermont Yankee Nuclear Power Corporation ("VYNPC") to Entergy Nuclear Vermont Yankee, LLC ("ENVY"), all as described in the Application/Declaration of the Company on Form U-1 (File No. 70-10033) (the "Application") and the order of the Commission issued with respect thereto (Release No.35-27555) (the "Order"). I have acted as counsel to the Company in connection with the Transaction. For purposes of this opinion, I or attorneys working under my supervision have reviewed the Application, the Order, the Company's charter documents and minutes, originals or copies of the Purchase and Sale Agreement dated as of August 15, 2001 between VYNPC and ENVY and the other documents referred to therein relating to the Transaction (collectively, the "Transaction Documents"), and such other materials as I deemed necessary to this opinion. Based on the foregoing, I am of the opinion that: 1. All State laws applicable to the Company's participation in the Transaction have been complied with. 2. The consummation of the Transaction by the Company was in accordance with the Application and did not violate the legal rights of the holders of any securities issued by the Company or any associate company (as defined in the Act) thereof. F-2-1 I hereby consent to the use of this opinion in connection with the Certificate. Very truly yours, /s/ Jeffrey C. Miller ----------------------------------- Jeffrey C. Miller Assistant General Counsel Northeast Utilities Service Company F-2-2 Past Tense Opinion of Counsel to Vermont Yankee Nuclear Power Corporation Downs Rachlin Martin PLLC 90 Prospect Street, P.O. Box 99 St. Johnsbury, Vermont 05819-0099 August 5, 2002 Securities and Exchange Commission Washington, DC 20549 Re: Vermont Yankee Nuclear Power Corporation File No. 70-10033 Ladies and Gentlemen: This opinion is furnished to you in connection with the filing with you of the Rule 24 Certificate (the "Certificate") of Vermont Yankee Nuclear Power Corporation (the "Company") under the Public Utility Holding Company Act of 1935, as amended, relating to the consummation of the sale (the "Transaction") of the assets constituting the Vermont Yankee Nuclear Power Plant by the Company to Entergy Nuclear Vermont Yankee, LLC ("ENVY"), all as described in the Application/Declaration of the Company on Form U-1 (File No. 70-10033) (the "Application") and the order of the Commission issued with respect thereto (Release No. 35-27555) (the "Order"). The Company is a corporation formed under the laws of the State of Vermont (the "State"). We have acted as special counsel to the Company in connection with the Transaction. For purposes of this opinion, we have reviewed the Application, the Order, the Company's articles of association, bylaws, records of security holders, and the minutes of the meetings of the Board of Directors of the Company, originals or copies of the executed Purchase and Sale Agreement dated as of August 15, 2001 between the Company and ENVY and the other documents referred to therein relating to the Transaction (collectively, the "Transaction Documents"), and such other materials as we deemed necessary to this opinion. Based on the foregoing, we are of the opinion that: 1. All State laws applicable to the Company's participation in the Transaction have been complied with. 2. The consummation of the Transaction by the Company was in accordance with the Application and did not violate the legal rights of the holders of any securities issued by the Company. F-2-3 The opinions expressed herein are made as of the date of this opinion and limited to the laws of the State of Vermont in effect on the date of this opinion. We disclaim any responsibility to notify you of changes of law or facts affecting the opinions expressed herein that occur or come to our attention after the date of this opinion. We express no opinion as to the laws of any other jurisdiction. We hereby consent to use of this opinion solely in connection with the Certificate, and by no other or for any other purpose without our prior written consent. Very truly yours, /s/ Downs Rachlin Martin PLLC Downs Rachlin Martin PLLC F-2-4 -----END PRIVACY-ENHANCED MESSAGE-----