Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.90M
Business-Combination Transaction
2: EX-1.1 Purchase Agreement 29 130K
3: EX-3.1 Certificate of Incorporation 2 17K
4: EX-3.2 By-Laws 7 29K
5: EX-4.1 Indenture 75 343K
6: EX-4.2 First Supplemental Indenture 95 318K
7: EX-4.3 Form of Series A-1 Bond 10 34K
8: EX-4.4 Form of Series B-1 Bond 10 36K
9: EX-4.5 Registration Rights Agreement 24 107K
10: EX-5.1 Opinion re: Legality 2 16K
11: EX-10.1 Power Purchase and Sales Agreement 44 112K
23: EX-10.10 Interconnection Agreement With Wmeco 47 182K
24: EX-10.11 (800) 688 - 1933 59 249K
25: EX-10.12 Purchase and Sales Agreement Wmeco 57 239K
26: EX-10.13 Form of Exchange Agent Agreement 9 39K
12: EX-10.2 Guaranty 10 41K
13: EX-10.3 Consent and Agreement 8 39K
14: EX-10.4 Security Agreement 17 68K
15: EX-10.5 Form of Mortgage 22 87K
16: EX-10.6 Management and Operation Agreement 44 120K
17: EX-10.6(1) (800) 688 - 1933 2 16K
18: EX-10.7 Service Contract 9 36K
19: EX-10.7(1) Renewal of Service Contract 2 17K
20: EX-10.8 Tax Allocation Agreement 8 38K
21: EX-10.8-1 First Amendment to Tax Allocation Agreement 11 41K
22: EX-10.9 (800) 688 - 1933 47 181K
27: EX-12 Ratio of Earnings to Fixed Charges 1 13K
28: EX-23.1 Consent of Arthur Andersen 1 11K
29: EX-23.3 (800) 688 - 1933 2± 15K
30: EX-23.4 Consent of Pa Consulting Services 2± 14K
31: EX-25.1 Form T-1 7 26K
32: EX-99.1 Letter of Transmittal HTML 71K
33: EX-99.2 Notice of Guaranteed Delivery HTML 26K
34: EX-99.3 Brokers Letter HTML 16K
35: EX-99.4 Client Letter HTML 22K
EX-5.1 — Opinion re: Legality
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Exhibit 5.1
[Letterhead of Day, Berry & Howard LLP]
December 6, 2001
Northeast Generation Company
107 Selden Street
Berlin, Connecticut 06027
Re: Registration Statement on Form S-4
Northeast Generation Company
Ladies and Gentlemen:
We have acted as special counsel to Northeast Generation Company, a
Connecticut corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-4 (the "Registration Statement")
relating to the proposed exchange by the Company of (i) $120,000,000 aggregate
principal amount of its 4.998% Series A-1 Senior Secured Bonds due 2005 (the
"Series A-1 Bonds") for $120,000,000 aggregate principal amount of its 4.998%
Series A Senior Secured Bonds due 2005, and (ii) $320,000,000 aggregate
principal amount of its 8.812% Series B-1 Senior Secured Bonds due 2026 (the
"Series B-1 Bonds") for $320,000,000 aggregate principal amount of its 8.812%
Series B Bonds due 2026. The Series A-1 Bonds and the Series B-1 Bonds are
referred to herein as the "Exchange Bonds." The Exchange Bonds will be issued
pursuant to an indenture, dated as of October 18, 2001, between the Company and
The Bank of New York, as trustee, as supplemented by a First Supplemental
Indenture, dated as of October 18, 2001 (as so supplemented, the "Indenture").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.
Based on the foregoing, we are of the opinion that, as of the date
hereof, the Exchange Bonds have been duly authorized and, when the Exchange
Bonds have been duly executed, issued, authenticated and delivered in accordance
with the terms of the Indenture and the exchange offer provided for in the
Registration Statement, will have been validly issued and
delivered, and will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally, or by general principles
of equity (regardless of whether such enforceability is considered in an action
at law or in equity).
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the States of New
York and Connecticut.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" in the prospectus contained in the Registration
Statement. In giving such consent, we do not hereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
DAY, BERRY & HOWARD LLP
-2-
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 12/6/01 | | 1 | | | | | None on these Dates |
| | 10/18/01 | | 1 |
| List all Filings |
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