Exhibit 5(b) and 8


                    New York, New York
                    April 8, 1998



HoldCo, Inc.
83 Edison Drive
Augusta, Maine 04336

Ladies and Gentlemen:

     We 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, we have examined originals or copies,
certified or otherwise identified to our 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 we have deemed necessary or
appropriate.

     Based upon the foregoing, and subject to the qualifications hereinafter
expressed, we are 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.

     We are further of the opinion that the statements contained in the Proxy
Statement and Prospectus constituting part of the Registration Statement under
the caption "PROPOSAL NO. 2: APPROVAL OF AGREEMENT AND PLAN OF MERGER -- Certain
United States Federal Income Tax Considerations" describing certain Federal
income tax consequences to holders of Central Maine common stock, as qualified
therein, constitute an accurate description, in general terms, of the indicated
Federal income tax consequences of the Merger.

     We express no opinion as to matters of law other than the Federal law of
the United States.  To the extent that opinions expressed above are dependent
upon matters governed by the law of the State of Maine, we have relied, with
your consent, upon the opinion of even date herewith rendered to you by Anne M.
Pare, Esq.

 
HoldCo, Inc.
April 8, 1998
Page Two

     We hereby consent to the filing of this opinion as Exhibits 5(b) and 8 to
the Registration Statement and to the references to our firm under the captions
"PROPOSAL NO. 2: APPROVAL OF AGREEMENT AND PLAN OF MERGER -- Certain United
States Federal Income Tax Considerations" and "-- Legal Opinion" in said
Registration Statement and the Proxy Statement and Prospectus constituting a
part thereof, and any amendments thereof.

                                Very truly yours,


                                /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                LeBoeuf, Lamb, Greene & MacRae, L.L.P.