UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION/DECLARATION ON FORM U- : CERTIFICATE PURSUANT TO
1 UNDER THE PUBLIC UTILITY HOLDING : RULE 24 UNDER THE PUBLIC
COMPANY ACT OF 1935 WITH RESPECT : UTILITY HOLDING COMPANY
TO THE ISSUANCE OF RATE REDUCTION : ACT OF 1935
BONDS AND RELATED TRANSACTIONS :
:
THE CONNECTICUT LIGHT AND POWER
COMPANY, WESTERN MASSACHUSETTS
ELECTRIC COMPANY AND PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE
(FILE NO. 70-9697)
Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), The Connecticut Light and Power
Company ("CL&P"), Western Massachusetts Electric Company ("WMECO") and Public
Service Company of New Hampshire ("PSNH"), electric utility subsidiaries of
Northeast Utilities, a registered holding company under the Act, certify that
certain of the transactions, as proposed in the Application/Declaration to
the Commission on Form U-1 (File No. 70-9697), as amended (the
"Application/Declaration"), and authorized by order of the Commission in HCAR
No. 27319 (December 26, 2000) and HCAR No. 27364 (March 23, 2001)
(collectively, the "Order"), have been carried out in accordance with the
terms and conditions of and for the purposes represented by the
Application/Declaration and of the Order. Specifically, on or before May 17,
2001 (a) WMECO formed WMECO Funding LLC, which is a new special purpose
entity, limited liability company subsidiary; (b) WMECO acquired the equity
interests in WMECO Funding LLC; (c) in a transaction using the Two Securities
Format, WMECO Funding LLC issued SPE Debt Securities and sold such SPE Debt
Securities to a special purpose trust created by the Massachusetts
Development Finance Agency and the Massachusetts Health and Educational
Facilities Authority; and (d) WMECO entered into a servicing agreement and an
administration agreement with WMECO Funding LLC. Capitalized terms used
herein and not otherwise defined are used as defined in the
Application/Declaration.
Submitted with this Certificate are the following exhibit and material
financing documents relating to the consummated transaction:
C1 Registration Statement on Form S-3 for the WMECO RRBs
(File No. 333-59118)
Underwriting Agreement dated May 11 , 2001 (Exhibit 1.1,
WMECO Funding LLC Form 8-K dated May 17, 2001)
Limited Liability Company Agreement of WMECO Funding LLC
dated as of March 28, 2001 and amended and restated as of
May 17, 2001 (Exhibit 3.2, WMECO Funding LLC Form 8-K
dated May 17, 2001)
Note Indenture dated as of May 17, 2001, including form of
Note (Exhibits 4.1 and 4.4, WMECO Funding LLC Form 8-K
dated May 17, 2001)
Certificate Indenture dated as of May 17, 2001, including
form of Rate Reduction Certificate (Exhibits 4.2 and 4.5,
WMECO Funding LLC Form 8-K dated May 17, 2001)
Declaration of Trust dated as of May 15, 2001 (Exhibit
4.3, WMECO Funding LLC Form 8-K dated May 17, 2001)
Transition Property Purchase and Sale Agreement dated as
of May 17, 2001 (Exhibit 10.1, WMECO Funding LLC Form 8-K
dated May 17, 2001)
Transition Property Servicing Agreement dated as of May
17, 2001 (Exhibit 10.2, WMECO Funding LLC Form 8-K dated
May 17, 2001)
Note Purchase Agreement dated as of May 17, 2001 (Exhibit
10.3, WMECO Funding LLC Form 8-K dated May 17, 2001)
Administration Agreement dated as of May 17, 2001 (Exhibit
10.4, WMECO Funding LLC Form 8-K dated May 17, 2001)
Fee and Indemnity Agreement dated as of May 17, 2001
(Exhibit 10.5, WMECO Funding LLC Form 8-K dated May 17,
2001)
Also submitted with this Certificate is the "past tense" opinion of
counsel.
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 hereunto duly
authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /S/ Randy A. Shoop
Randy A. Shoop
Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /S/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer - Finance
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By: /S/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer - Finance
Date: May 24, 2001
May 24, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-9697
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Northeast Utilities ("NU"). I have
acted as counsel for The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), and Public Service Company
of New Hampshire ("PSNH" and, together with CL&P and WMECO, each a "Utility"
and collectively the "Utilities"), subsidiaries of NU who are parties to the
Application/Declaration, as amended, on Form U-1 in File No. 70-9697 (the
"Application") in connection with the Utilities' filing on June 15, 2000 with
the Securities and Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). In the
Application, the Utilities sought the approval of the Commission for the
following proposed transactions that were described therein: (a) the
formation of several new subsidiaries, which were expected to be limited
liability companies (each a special purpose entity, or "SPE"); (b) the
acquisition by each Utility of the equity interests in one or more SPEs; (c)
the issuance by the SPEs of RRBs or other related debt instruments and the
sale of such RRBs or other instruments either to investors or to a special
purpose trust created by one or more agencies of the relevant state; and (d)
the entry by each of the Utilities into servicing agreements and
administration agreements with the SPEs. Capitalized terms used herein and
not otherwise defined are used as defined in the Application.
On or before May 17, 2001, certain of the transactions, as proposed in
the Application and authorized by order of the Commission in HCAR No. 27319
(December 26, 2000) and HCAR No. 27364 (March 23, 2001) (collectively, the
"Order"), were carried out (the "Consummated Transactions"). Specifically,
(a) WMECO formed WMECO Funding LLC, which is a new special purpose entity,
limited liability company subsidiary; (b) WMECO acquired the equity interest
in WMECO Funding LLC; (c) in a transaction using the Two Securities Format,
WMECO Funding LLC issued SPE Debt Securities and sold such SPE Debt
Securities to a special purpose trust created by the Massachusetts
Development Finance Agency and the Massachusetts Health and Educational
Facilities Authority; and (d) WMECO entered into a servicing agreement and an
administration agreement with WMECO Funding LLC.
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, the Application and the exhibits thereto, originals or
copies certified to my satisfaction of such corporate records of WMECO,
certificates of public officials and of officers of WMECO, and agreements,
instruments and other documents, as I have deemed necessary as a basis for
the opinions expressed below. In my examination of such agreements,
instruments and documents, I have assumed the genuineness of all signatures,
the authenticity of all agreements, instruments and documents submitted to me
as originals, and the conformity to original agreements, instruments and
documents of all agreements, instruments and documents submitted to me as
certified, conformed or photostatic copies and the authenticity of the
originals of such copies.
The opinions set forth herein are limited to the laws of the
Commonwealth of Massachusetts 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 Commonwealth of Massachusetts, and do not hold myself out as an
expert in the laws of Massachusetts. In expressing opinions about matters
governed by the laws of the Commonwealth of Massachusetts, I have consulted
with counsel engaged by me and with counsel who are employed by NUSCO and are
members of the bar of such State.
I have assumed that the Consummated Transactions were carried out in
conformity with the Securities Act of 1933 and the Securities Exchange Act of
1934, each as amended, and the requisite authorizations, approvals, consents
or exemptions under the securities laws of the various States and other
jurisdictions of the United States.
Based upon and subject to the foregoing, I am of the opinion that:
(a) All State laws applicable to the Consummated Transactions were
complied with;
(b) WMECO Funding LLC was validly organized and is duly existing;
(c) The SPE Debt Securities issued by WMECO Funding LLC as contemplated
in the Application and authorized by the Order were valid and
binding obligations of WMECO Funding LLC in accordance with their
terms;
(d) WMECO Funding LLC legally acquired the RRB Property from WMECO;
(e) WMECO legally acquired the equity interests of WMECO Funding LLC;
and
(f) The consummation of the Consummated Transactions did not violate
the legal rights of the holders of any of the securities issued by
WMECO or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
certificate filed pursuant to Rule 24 under the Act and in any proceedings
before the Commission that may be held in connection therewith.
Very truly yours,
/S/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel