Exhibit 5(a)

                          April 7, 1998


HoldCo, Inc.
83 Edison Drive
Augusta, Maine 04336

Ladies and Gentlemen:

     I have acted as counsel to HoldCo, Inc., a Maine corporation (the
"Company"), in connection with the proposed formation of a holding company
structure for Central Maine Power Company, a Maine corporation ("Central
Maine"), through the merger (the "Merger") of a wholly-owned subsidiary of the
Company ("MergeCo") and Central Maine, pursuant to an Agreement and Plan of
Merger (the "Merger Agreement").

     This opinion is being rendered in connection with the filing by the Company
of a Registration Statement on Form S-4 (the "Registration Statement") relating
to the registration under the Securities Act of 1933, as amended (the "Act"), of
35,000,000 shares of Common Stock, $5.00 par value, of the Company (the "Company
Common Stock") to be issued in the Merger.

     For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Merger
Agreement; (ii) the Registration Statement; (iii) the Articles of Incorporation
of the Company, as in effect on the date hereof and as to be amended immediately
prior to consummation of the Merger; (iv) the By-Laws of the Company to be in
effect immediately prior to consummation of the Merger; (v) resolutions adopted
by the Board of Directors of the Company relating to the Merger and the issuance
and delivery of the Company Common Stock in connection therewith; and (vi) such
other documents, certificates and other records as I have deemed necessary or
appropriate.

     Based upon the foregoing, and subject to the qualifications hereinafter
expressed, I am of the opinion that:

     (1) The Company is validly existing as a corporation under the laws of the
   State of Maine; and

     (2) The Company Common Stock will be validly issued, fully paid and non-
   assessable when (i) the Registration Statement shall have become effective
   under the Act; (ii) the Company's Board of Directors shall have taken
   appropriate action to authorize the issuance of the Company Common Stock;
   (iii) Central Maine shareholders shall have approved the Merger; (iv) Central
   Maine shall have received all necessary regulatory approvals required to
   consummate the Merger; and (v) the Merger shall have been consummated in
   accordance with the terms of the Merger Agreement and the laws of the State
   of Maine.

     I am a member of the Maine Bar and do not hold myself out as an expert on
the laws of any other State.  Except as set forth in paragraph 2(iv) above, my
opinions expressed above are limited to the laws of the State of Maine and the
Federal laws of the United States.

     I hereby consent to the filing of this opinion as Exhibit 5(a) to the
Registration Statement and to the references made to me under the caption
"PROPOSAL NO. 2: APPROVAL OF AGREEMENT AND PLAN OF MERGER -- Legal Opinion" in
said Registration Statement and the Proxy Statement and Prospectus constituting
a part thereof, and any amendments thereof.  I hereby consent to reliance on
this opinion with respect to Maine law by LeBoeuf, Lamb, Greene & MacRae, L.L.P.

                    Very truly yours,

                     /s/ Anne M. Pare
                    Anne M. Pare