KEEGAN, WERLIN & PABIAN, LLP
Attorneys At Law
21 Custom House Street
Boston, Massachusetts 02110-3525
(617) 951-1400
Telecopiers:
(617) 951-1354
(617) 951-0586
June 25, 1997
Essex County Gas Company
7 North Hunt Road
Amesbury, Massachusetts 01913
Re: Registration of 200,000 Shares of Essex County Gas Company Common
Stock with the Securities and Exchange Commission
Ladies and Gentlemen:
We have acted as special counsel to Essex County Gas Company (formerly
Haverhill Gas Company) (the "Company"), a Massachusetts corporation, in
connection with certain regulatory matters relating to the issuance of 200,000
shares of the Company's common stock pursuant to the Company's Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan"). The Company has
requested us to provide this opinion in connection with the preparation and
filing of a Registration Form S-3 (the "Registration Statement") by the Company
under the Securities Act of 1933, as amended, in connection with the
authorization and issuance of 200,000 shares of common stock.
The opinions expressed herein are based on the examination and the
discussion, assumptions and exceptions set forth below.
Essex County Gas Company
June 25, 1997
Page 2
In preparing this opinion, we have reviewed:
1. the Company's Articles of Organization, as amended;
2. the by-laws of the Company;
3. certain votes adopted by the board of directors of the Company;
4. a certificate of legal existence of the Company of recent date
issued by the Secretary State of the Commonwealth of
Massachusetts;
5. the Order of the Massachusetts Department of Public Utilities in
Essex County Gas Company, D.P.U. 96-121 (May 14, 1997), relating
to the issuance of Common Stock as described in the Registration
Statement.
We have made such examination of Massachusetts law as we have deemed
relevant for the purposes of this opinion, but we have not made an independent
review of the laws of any state other than the Commonwealth of Massachusetts. We
have not made an independent review of other federal laws. Accordingly, all
opinions rendered herein are limited to the existing laws of the Commonwealth of
Massachusetts as applied by courts located in Massachusetts, as amended, all as
in effect on the date hereof. We express no opinion as to choice of laws or as
to the laws of any other jurisdiction. In addition, we express no opinion as to
any antitrust or securities law (except such portion of M.G.L. c. 164 as may be
considered securities laws), Federal Reserve Board margin regulations, pension
and employee benefit laws and regulations (e.g., ERISA), Federal and state labor
laws, local law, fraudulent transfer and fraudulent conveyance laws, any law or
regulation relating to intellectual property, and Federal and state health and
safety laws and regulations.
Essex County Gas Company
June 25, 1997
Page 3
We have assumed that all applicable laws and regulations have been duly
enacted and validly promulgated, that all regulatory agencies, boards and
commissions have been duly constituted, that all public officials and all
members of said agencies, boards and commissions have been duly appointed and
are lawfully holding the positions to which they have been elected or appointed,
and that any actions taken by them under delegated authority are undertaken
pursuant to properly delegated authority.
In our examination and in rendering this opinion, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, and the
power and authority of all persons, other than officers of the Company, the
authenticity and completeness of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity and completeness of the originals of
such latter documents.
We have assumed that the constitutionality or validity of a relevant
statute, rule, regulation or agency act is not in issue unless a reported
decision in the relevant jurisdiction has specifically addressed but not
resolved, or has established, its unconstitutionality or invalidity.
Based on the foregoing and having regard for such legal considerations as
we have deemed relevant, it is our opinion that:
1. The Company is a corporation duly and validly existing under the
laws of the Commonwealth of Massachusetts.
2. The Shares have been duly authorized and when issued in
accordance with the Plan will be validly issued, fully paid and
nonassessable.
Essex County Gas Company
June 25, 1997
Page 4
3. All required proceedings before the Massachusetts Department of
Public Utilities in connection with the authorization, issuance
and sale of the Shares have been completed, and all consents,
approvals, authorizations or other orders of the Massachusetts
Department of Public Utilities that are required for the valid
issuance and sale of the Shares as contemplated in the Prospectus
have been duly and properly obtained and remain valid and in
effect. (See, Essex County Gas Company, D.P.U.
96-121, May 14, 1997).
This opinion is rendered only to you and is solely for your benefit in
connection with the Registration Statement. This opinion may not be relied upon
by you for any other purpose and may not be furnished to, quoted to, or relied
upon by any other person for any purpose without our prior written consent.
Very truly yours,
/S/ Keegan, Werlin & Pabian
Keegan, Werlin & Pabian, LLP
21 Custom House Street
Boston, MA 02110
RAK/joc