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June 18, 2004
Public Service Company
of New Hampshire
Energy Park
780 North Commercial
Manchester, NH 03101
| Re: | Public Service Company of New Hampshire First Mortgage Bonds |
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company ("NUSCO"), a service company affiliate of Public Service Company of New Hampshire (the "Company"), and have acted as counsel to the Company in connection with the proposed public offering from time to time of up to $200,000,000 in aggregate principal amount of the Company's First Mortgage Bonds (the "Bonds"), to be issued in one or more series pursuant to an Indenture (the "Indenture"), dated as of August 15, 1978, between the Company and Wachovia Bank, successor to First Union National Bank, as successor to First Fidelity Bank, as Trustee, as amended and as to be amended by one or more Supplemental Indentures to be entered into in connection with the creation and issuance of each series of Bonds (each, a "Supplemental Indenture"). In connection with the proposed offering, the Company is filing a registration statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission for the purpose of registering the Bonds under the Securities Act of 1933, as amended (the "Act"), for sale pursuant to one or more underwriting or similar agreements (each,an "Underwriting Agreement").
I have examined original, or copies certified to my satisfaction, of such corporate records of the Company, certificates of public officials, certificates of officers and representatives of the Company and other documents as I have deemed necessary as a basis for the opinions hereinafter expressed. In my examination I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity with the originals of all documents submitted to me as copies. As to various questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.
Based on the foregoing, and having regard to legal considerations which I deem relevant, I am of the opinion that, when the Bonds, in substantially the form contained in the Indenture and the applicable Supplemental Indenture, shall have been authorized, executed, authenticated and delivered in accordance with the terms of the Indenture and the applicable Supplemental Indenture, including receipt of the consideration set forth therein, the Bonds will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions set forth herein are subject to the following further assumptions, qualifications, limitations and exceptions:
A. At or prior to the time of the delivery of any Bond:
- (i)
- the Board of Trustees of the Company shall have duly established the terms of such Bonds, and the Board of Trustees of the Company, and if necessary, the stockholders of the Company, shall have duly authorized and taken any other necessary actions to approve the issuance and sale of such Bonds in conformity with its Articles of Incorporation, as amended through such time, and such authorization shall remain in effect and unchanged at all times during which the Bonds are offered and shall not have been modified or rescinded;
- (ii)
- the Registration Statement, and any amendments thereto (including post-effective amendments) and any additional registration statement filed under Rule 462 will have been declared effective under the Act and such effectiveness shall not have been terminated or rescinded;
- (iii)
- a prospectus supplement (a "Prospectus Supplement") will be prepared and duly filed with the Commission describing the Bonds offered thereby;
- (iv)
- the terms of the Bonds will not violate any applicable law, any debt securities of the Company or result in a default or breach of any agreement binding upon the Company, and will comply with any requirement or restriction imposed by any court or other governmental body having jurisdiction over the Company;
- (v)
- Bonds will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate Prospectus Supplement and there will not have occurred any change in law affecting the validity or enforceability of such Bonds; and
- (vi)
- the Underwriting Agreement shall have been duly authorized, executed and delivered and the Bonds shall have been issued and sold in accordance with the terms and conditions of the Underwriting Agreement.
B. I express no opinion regarding the effectiveness of any waiver in respect of the Bonds of any rights of any party, or duties owing to it, as a matter of law, or that is broadly stated or does not describe the right or duty purportedly waived with reasonable specificity.
C. My opinions set forth above are subject to the effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application (including without limitation statutory or other laws regarding fraudulent or preferential transfers) relating to, limiting or affecting the enforcement of creditors' rights generally, and (b) principles of equity (regardless of whether enforcement is considered in proceedings at law or in equity) that may limit the enforceability of any of the remedies, covenants or other provisions of the Bonds or Indenture, or the availability of injunctive relief or other equitable remedies or as such principles relate to, limit or affect the enforcement of creditor's rights generally.
D. In addition, I express no opinion as to any provisions of the Bonds or the Indenture regarding the remedies available to any person (1) to take action that is arbitrary, unreasonable or capricious or is not taken in good faith or in a commercially reasonable manner, whether or not such action is permitted under the Bonds or the Indenture, or (2) for violation or breaches that are determined by a court to be non-material or without substantially adverse effect upon the ability of the Company to perform its material obligations under the Bonds or the Indenture.
E. This opinion is limited to the current laws of the State of New York, the current federal laws of the United States, and to the limited extent set forth below, the current laws of the State of New Hampshire, and to the facts as they exist on the date hereof. I am not admitted to practice law in the State of New Hampshire, but I am generally familiar with the laws of such State and have made such inquiries as I considered necessary to render my opinion. I express no opinion as to matters involving the laws of any jurisdiction other than the States of New York and New Hampshire and the United States. I undertake no obligation to advise you as a result of developments occurring after the date hereof including changes in such laws or interpretations thereof, or as a result of facts or circumstances brought to my attention after the date hereof.
This opinion is furnished only to you in connection with the transaction contemplated by the Registration Statement and Underwriting Agreement and is solely for your benefit. Other than as stated below, this opinion is not to be used, circulated, quoted or otherwise referred to for any other
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purpose or relied upon by any other person for any purpose without my prior written consent (including by any person that acquires Bonds from you).
I hereby consent to the reference to me under the heading "Legal Opinions" in the Prospectus constituting a part of the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours, /s/ Jeffrey C. Miller Jeffrey C. Miller Assistant General Counsel |
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