Exhibit 5
March 2, 1994
Bangor Hydro-Electric Company
33 State Street
Bangor, Maine 04401
Re: Registration Statement on Form S-3
Registration No. 33-
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Gentlemen:
This opinion and consent is furnished by me as counsel for Bangor Hydro-
Electric Company (the "Company"), to be included as Exhibit 5 of the
Company's Registration Statement on Form S-3 as filed with the Securities and
Exchange Commission on March 2, 1994. The Registration Statement covers the
registration of 899,875 shares of the Company's Common Stock, $5 par value,
to be issued and sold by the Company pursuant to an underwriting agreement
(the "Underwriting Agreement") between the Company and Smith Barney Shearson
Incorporated.
I have examined such corporate records, certificates and other documents
pertaining to the Company and have reviewed such questions of law as I
consider necessary and appropriate in order to render this opinion. On the
basis of such examination and review, I am of the opinion that:
1. The Company is a legally organized and validly existing corporation under
the laws of the State of Maine.
2. The execution, delivery and performance by the Company of the
Underwriting Agreement has been duly authorized by appropriate corporate
action.
3. The issuance of the 899,875 shares of Common Stock has been duly
authorized, and upon the effectiveness of the Registration Statement and the
sale and delivery pursuant to the Underwriting Agreement of the Common Stock
and the share certificates representing them, the shares of Common Stock will
be validly and legally authorized and issued, fully paid and non-assessable.
I hereby give my consent to the use of my name wherever it appears in the
above mentioned Registration Statement and the related Prospectus, as the
same has been or may hereafter be amended.
Very truly yours,
/s/ Frederick S. Samp
Frederick S. Samp
General Counsel