Exhibit 5 to Form S-3
25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
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July 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The Narragansett Electric Company
First Mortgage Bonds
Dear Commissioners:
We have acted as counsel for The Narragansett Electric Company (the
Company) in connection with the proposed issuance, from time to time, of one
or more series of First Mortgage Bonds in an aggregate principal amount not
exceeding $50,000,000 (the New Bonds). We have reviewed the various documents
and proceedings relating to the New Bonds, including the registration statement
on Form S-3 (and all documents incorporated by reference therein and the
exhibits thereto), the prospectus, and the proposed form of supplemental
indenture supplementing the Company's First Mortgage Indenture and Deed of
Trust, as previously amended and supplemented (collectively, the Indenture).
We have also reviewed the corporate and regulatory authority for the issuance
of the New Bonds, and have examined such other documents and records and have
made such other examination of law as we deem relevant and necessary in order
to give this opinion.
Based on the foregoing, and subject to the additional actions yet to be
taken indicated below, it is our opinion:
1. That the Company is a corporation duly organized, existing, and in
good standing under the laws of the State of Rhode Island;
2. That the Company has proper and adequate powers for supplementing
the Indenture; for executing and issuing the New Bonds thereunder; and for
mortgaging under the Indenture the property therein described;
3. That the issuance of the New Bonds has been duly authorized by the
stockholders and board of directors of the Company, subject to approval of
governmental authorities having jurisdiction; and that the authority to
establish particular terms for each issue of New Bonds is properly delegated
to the officers of the Company;
4. That the Company has obtained an order from the Division of Pubic
Utilities and Carriers of the State of Rhode Island authorizing the issuance
of the New Bonds;
Securities and Exchange Commission
Page Two
July 19, 1995
5. That the Company is exempted by Rule 52 under the Public Utility
Holding Company Act of 1935 (the 1935 Act) from the requirement of obtaining
an order of the Commission; that the sale of the New Bonds is subject to the
registration statement with respect thereto becoming effective under the
Securities Act of 1933, as amended, and to the qualification of each
supplemental indenture pertaining to the New Bonds under the Trust Indenture
Act of 1939; and
6. That, when each supplemental indenture pertaining to the New Bonds
has been duly executed and delivered, and the New Bonds issued thereunder have
been duly executed, certified, and delivered against payment therefor, and
subject to the continuation of the above described corporate and regulatory
authority, such New Bonds will be legally issued, fully paid, and non-
assessable binding obligations of the Company, subject to laws of general
application affecting the rights and remedies of mortgagees and creditors.
We have reviewed the statements made upon our authority in the
registration statement and in the prospectus with respect to the New Bonds, and
in our opinion such statements are correct. We hereby consent to the use of
our names in the registration statement and each related prospectus of the
Company with respect to the New Bonds and to the use of this opinion in
connection therewith.
Very truly yours,
s/ Robert King Wulff
Robert King Wulff
Corporation Counsel
s/ Kirk L. Ramsauer
Kirk L. Ramsauer
Assistant General Counsel