Connecticut Light & Power Co – ‘35-APP’ on 10/24/01

On:  Wednesday, 10/24/01   ·   Accession #:  23426-1-500021   ·   File #:  31-01065

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Statement Concerning a Proposed Transaction   —   Form 35-APP
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 35-APP      Statement Concerning a Proposed Transaction --         2     12K 
                          rule24102301                                           

35-APP
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UNITED STATES                   
SECURITIES AND EXCHANGE COMMISSION                    
Washington, D.C. 20549                    

............................................................                  

Application of Northeast    ) CERTIFICATE PURSUANT TO                           
Utilities on Form U-1       ) RULE 24 UNDER THE PUBLIC                          
File No. 70-9905            ) UTILITY HOLDING COMPANY ACT                       
) of 1935               

............................................................                  

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") and                    
CL&P Receivables Corporation, certify that the extension of                     
CL&P's accounts receivable purchase and sale program, as                        
proposed in the Application/Declaration to the Commission on                    
Form U-1 (File No. 70-9905), as amended, and authorized by                      
order of the Commission in Public Utility Holding Company                       
Act Release No. 27453, dated October 15, 2001, has been                         
carried out in accordance with the terms and conditions of                      
and for the purposes represented by the Application/Declaration                 
and of the Commission's order with respect thereto.                             

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, Northeast Utilities has duly                       
caused this Certificate to be signed on its behalf by the                       
undersigned hereunto duly authorized.                                           

         The Connecticut Light and Power Company
CL&P Receivables Corporation  

By: /s/ Randy A. Shoop        
       Name:  Randy A. Shoop
     Title:    Treasurer

Dated:  October 23, 2001                                                        

35-APP
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                        October 23, 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 the required "past tense" opinion                    
in connection with 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 CRC's paying dividends out of                    
capital under an accounts receivable purchase and sale program,                 
as more fully set forth in the Declaration (the "Transaction").                 

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 bar 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, I am of the            
opinion that:                                                                   

(a) all Connecticut laws applicable to the proposed       
Transactions 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 are 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
               Jeffrey C. Miller

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘35-APP’ Filing		Date		First		Last			Other Filings
Filed on:		10/24/01							35-APP
		10/23/01		1		2
		10/15/01		1
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