March 26, 2001
Connecticut RRB Special Purpose Trust CL&P-1
First Union Trust Company, National Association
One Rodney Square
920 King Street
1st Floor
Wilmington, Delaware 19801-7475
RE: CONNECTICUT RRB SPECIAL PURPOSE TRUST CL&P-1
Ladies and Gentlemen:
We have acted as special Delaware counsel for Connecticut RRB Special
Purpose Trust CL&P-1, a Delaware business trust (the "Trust"), in connection
with the matters set forth herein. At your request, this opinion is being
furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) A form of the Certificate of Trust of the Trust (the
"Certificate"), to be filed in the office of the Secretary of
State of the State of Delaware (the "Secretary of State");
(b) A form of Declaration of Trust of the Trust (the "Declaration"),
between the Office of the Treasurer of the State of Connecticut,
acting through the office of the State Treasurer, as settlor
(the "Settlor") and First Union Trust Company, National
Association, acting thereunder not in its individual capacity
but solely as Delaware trustee (the "Delaware Trustee");
(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a prospectus (the "Prospectus"), relating
to, among other things,
Connecticut RRB Special Purpose Trust CL&P-1
March 26, 2001
Page 2
the Connecticut RRB Special Purpose Trust CL&P-1 Rate Reduction
Certificates of the Trust representing fractional undivided
beneficial interests in the corresponding class of Notes, all
monies due and to become due under such corresponding class of
Notes (each a "Security" and collectively the "Securities"),
filed by CL&P Funding LLC, a Delaware limited liability company,
with the Securities and Exchange Commission (the "SEC") on
January 18, 2001, as amended by Amendment No. 1 thereto filed by
the Company with the SEC on March 15, 2001, and as amended by
Amendment No. 2 thereto to be filed by the Company with the SEC
on or about March 23, 2001; and
(d) A form of the Certificate Indenture, to be entered into among
the Trust, the Delaware Trustee and First Union Trust Company,
National Association, as certificate trustee (the "Certificate
Trustee"), which supplements and forms a part of the
Declaration, relating to the issuance of the Securities (the
Declaration and the Certificate Indenture being collectively
referred to as the "Governing Instrument").
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Governing Instrument.
We have not reviewed any documents other than the documents listed
above, which we believe are all the documents necessary or appropriate for us to
have considered for purposes of rendering the opinions stated herein. We have
conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Governing
Instrument will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, that the Certificate will be in full
force and effect and will not be amended and that the Governing Instrument will
be in full force and effect and will not be amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are
Connecticut RRB Special Purpose Trust CL&P-1
March 26, 2001
Page 3
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Security is to be issued by the Trust
(collectively, the "Security Holders") of a certificate for such Security and
the payment for the Security acquired by it, in accordance with the Governing
Instrument and the Prospectus, and (vii) that the Securities will be issued and
sold to the Security Holders in accordance with the Governing Instrument and the
Prospectus. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Upon the execution and delivery of the Governing Instrument and the
filing of the Certificate with the Secretary of State, the Trust will be duly
created and will be validly existing in good standing as a business trust under
the Delaware Business Trust Act, 12 DEL. C.ss. 3801, ET SEQ..
2. When issued and sold in accordance with the terms of the Governing
Instrument, the Securities will represent valid, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust, entitled to the
benefits of the Governing Instrument. We note that the Security Holders may be
obligated, pursuant to the Declaration (i) to provide indemnity and/or security
in connection with and pay taxes or governmental charges arising from transfers
or exchanges of Securities certificates and the issuance of replacement
Securities certificates, and (ii) to provide security or indemnity in connection
with requests of or directions to the Trustees to exercise their rights and
powers under the Governing Instrument.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the reference to us as local counsel under the heading "Legal
Matters". In giving the foregoing consents, we do not thereby 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 thereunder.
Very truly yours,
s/ Richards, Layton & Finger, P.A.
EAM/RJF/gmf