Elizabeth J. Austin Elliott B. Pollack Christian G. Beltz
Raymond E. Baldwin, Jr. Michael G. Proctor M. Juliet Bonazzoli
Collin P. Baron Thomas A. Rouse Katherine E. Caulfield
Debpraj S. Breck Katharine B. Sacks Alan J. Cohen
Charles K. Campbell, Jr. Alan I. Scheer Katherine Dowd
Frank B. Cleary Gregory F. Servodidio Scott E. Gottlieb
Sheila Anne Denton Ronald Case Sharp Holly G. Gydus
Colin M. Gershon James T. Shearin Matthew M. Hausman
Lawrence J. Golden H. William Shure Matthew P. Lundy
Irve J. Goldman Randall M. Skigen Norma R. Mandulak
Nancy A. D. Hancock Christopher J. Smith Jennifer T. McGrath
David O. Jackson John F. Stafstrom, Jr. Julie A. Morgan
George J. Kasper James B. Stewart Peter S. Olson
Michael A. Kurs Grove W. Stoddard Gerald C. Pia, Jr.
Nancy DeFonce Lapera Marshall J. Touponse Mary Beth Kasper Rapice
Michael N. LaVelle James W. Venman Brian C. Roche
Joseph M. Lodato John R. Ward Joseph P. Sargent
Thomas E. Maxwell, III William J. Wenzel Marci J. Silverman
Edward P. McCreery, III James P. White, Jr. Patricia Squires
Andrew J. McDonald Marjorie Wilder Lori L. Underberger
Herbert H. Moorin _______ Aimee J. Wood
D. Robert Morris
Marie V. Phelan Samuel A. Gilliland
(1930-1994)
_______
PULLMAN & COMLEY, LLC
Attorneys at Law
March 26, 2001
Connecticut RRB Special Purpose Trust CL&P-1
c/o First Union Trust Company, National Association
One Rodney Square, Suite 102
920 King Street
Wilmington, DE 19801
RE: CONNECTICUT RRB SPECIAL PURPOSE TRUST CL&P-1
RATE REDUCTION CERTIFICATES
Ladies and Gentlemen:
We have acted as special counsel to Connecticut RRB Special Purpose
Trust CL&P-1 (the "Trust"), a business trust established under the Delaware
Business Trust Act (Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C., ss.
3801 ET SEQ.) pursuant to a Declaration of Trust (the "Declaration of Trust") to
be executed hereafter, in connection with the proposed issuance by the Trust of
up to $1,550,000,000 principal amount of its Rate Reduction Certificates (the
"Certificates"). The Certificates will be issued pursuant to a Certificate
Indenture (the "Certificate Indenture") to be executed hereafter by and between
the Trust and First Union Trust Company, National Association, as Certificate
Trustee (the "Certificate Trustee"). Upon issuance, the Certificates will
represent fractional undivided beneficial interests in corresponding Notes (the
"Notes") purchased by the Trust from CL&P Funding LLC (the "SPE"), together with
all payments on the Notes, and, with respect to floating rate certificates, a
swap agreement. The Notes will be secured by a security interest in transition
property (as described below), together with certain other property of the SPE.
Transition property is a property right created under Connecticut Public Act No
98-28 (the "Restructuring Legislation") representing the irrevocable right of
Connecticut Light & Power or its assignee to receive a certain nonbypassable
charge (as adjusted from time to time) (the "RRB Charge") from certain retail
customers of Connecticut Light and Power's distribution system. Pursuant to the
Restructuring Legislation and the decision of the Connecticut Department of
Public Utility Control in Docket No. 00-05-01 "Application of the Connecticut
Light and Power Company for Approval of the Issuance of Rate Reduction Bonds and
Related Transactions", November 8, 2000, and supplemented December 12, 2000
(collectively the "Financing Order"), the owner of the transition property is
entitled to
850 MAIN STREET P.O. BOX 7006 BRIDGEPORT, CT 06601-7006 (203) 330-2000
FAX (203) 576-8888
200 PEQUOT AVENUE P.O. BOX 510 SOUTHPORT, CT 06490-0510 (203) 254-5000
FAX (203) 254-5070
ONE CENTURY TOWER 265 CHURCH STREET NEW HAVEN, CT 06510-7000 (203) 773-3006
FAX (203) 776-7075
90 STATE HOUSE SQUARE HARTFORD, CT 06103-3702 (860) 424-4300
FAX (860) 424-4370
50 BEDFORD STREET, STAMFORD, CT 06901-1743 (203) 324-5000
FAX (203) 363-8659
assess the charge until it has received payments from customers sufficient to
retire all Outstanding Notes and Certificates and to pay fees and expenses of
servicing and retiring the Notes and Certificates. We have also acted as special
counsel to the Treasurer of the State of Connecticut (the "Treasurer") as
settlor of the Trust in connection with the issuance of the Certificates. The
Trust has been designated a "financing entity" by the Treasurer acting as the
finance authority pursuant to the Restructuring Legislation and the Certificates
constitute "rate reduction bonds" under the Restructuring Legislation. The
holders of beneficial interests of the Trust will be the Certificateholders.
Capitalized terms used herein that are not otherwise defined shall have the
meanings assigned to them in the Certificate Indenture.
We have assumed for the purposes of this opinion that the
Certificates and related documents are executed in substantially the form we
have examined and the transactions contemplated to occur under and described in
the Prospectus as supplemented and contained in the Registration Statement on
Form S-3 (File No. 333-53866) (the "Registration Statement") relating to the
Certificates in fact occur in accordance with the terms thereof. The
Registration Statement has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.
We are providing this opinion to advise you with respect to certain
Connecticut state tax aspects of the Certificates that are described in the
discussions of selected Connecticut state tax consequences for holders of the
Certificates that appear under the heading "State Taxation" in the Prospectus
forming a part of the Registration Statement. Such discussions do not purport to
address all possible Connecticut state tax ramifications of the proposed
issuance of the Certificates.
Based upon and subject to the foregoing, the discussion contained in
the Prospectus forming part of the Registration Statement under the heading
"State Taxation" expresses our opinion as to Connecticut state tax consequences
as set forth therein to holders of the Certificates.
This opinion is based on the facts and circumstances set forth in
the Registration Statement and in the other documents reviewed by us. Our
opinion as to the matters set forth herein relates only to the Certificates as
of the date hereof. This opinion does not address any issue of rate reduction
bonds or certificates or other securities, other than the Certificates, whether
issued by you or any other entity and whether or not issued for the benefit of
Connecticut Light and Power or any other utility or other entity.
We consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3, to the use of our name wherever appearing in
such Registration Statement and any amendment thereto with respect to such
opinion and to the disclosure regarding this opinion in the related prospectus
and any related prospectus supplement. In giving the foregoing consent, however,
we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
We disclaim any obligation to update this opinion letter for events
occurring or coming to our attention after the date hereof.
Very truly yours,
/s/ Pullman & Comley, LLC