March 26, 2001
CL&P Funding LLC
107 Selden Street
Berlin, Connecticut 06037-1616
RE: CL&P FUNDING LLC
Ladies and Gentlemen:
We have acted as special Delaware counsel for CL&P Funding LLC, a
Delaware limited liability company (the "Company"), 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 executed or
conformed counterparts, or copies otherwise proved to our satisfaction, of the
following:
(a) The Certificate of Formation of the Company, dated January 3, 2001
(the "LLC Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on January 3, 2001;
(b) The Limited Liability Company Agreement of the Company, dated as of
January 3, 2001, executed by The Connecticut Light & Power Company, a Delaware
limited liability company, ("Connecticut Light"), as the sole member of the
Company, to be amended and restated prior to the issuance of the Notes (as
amended and restated, the "LLC Agreement");
(c) The form of Management Agreement, to be executed by each member of
the Management Committee of the Company, including the Independent Directors;
CL&P Funding LLC
March 26, 2001
Page 2
(d) The Registration Statement (the "Registration Statement") on Form
S-3, including a prospectus (the "Prospectus"), filed by the 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,
as amended by Amendment No. 2 thereto to be filed by the Company with the SEC on
or about March 23, 2001;
(e) The form of Note Indenture, to be executed by the Company and First
Union Trust Company, National Association, as note trustee, to be attached as an
exhibit to the Registration Statement pursuant to which the Notes are to be
issued;
(f) The form of Note Purchase Agreement, to be executed by the Company
and Connecticut RRB Special Purpose Trust CL&P-1, a Delaware business trust; and
(g) A Certificate of Good Standing for the Company, dated March 23,
2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the LLC Agreement. The documents listed in paragraphs (e) and
(f) above are hereinafter collectively referred to as the "Transaction
Documents."
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 that (i)
all signatures on documents examined by us are genuine, (ii) all documents
submitted to us as originals are authentic, and (iii) all documents submitted to
us as copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) that the LLC
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the admission
of members to, and the creation, operation, management and termination of, the
Company, and that the LLC Agreement and the LLC Certificate have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization, due formation or due creation, 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 organization, formation or creation
and the legal capacity of natural persons who are signatories to the documents
examined by us, (iii) except to the extent provided in paragraph 2 below, that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform
CL&P Funding LLC
March 26, 2001
Page 3
its obligations under, such documents, and (iv) except to the extent provided in
paragraph 3 below, the due authorization, execution and delivery by all parties
thereto of all documents examined by us. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
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. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the laws of the State of Delaware.
2. Under the Delaware Limited Liability Company Act, 6 DEL. C.ss.
18-101, ET SEQ. (the "LLC Act") and the LLC Agreement, the Company has all
necessary limited liability company power and authority to execute and deliver
the Transaction Documents and issue the Notes, and to perform its obligations
under the Transaction Documents and the Notes.
3. Under the LLC Act and the LLC Agreement, the execution and delivery
by the Company of the Transaction Documents and the Notes, and the performance
by the Company of its obligations under the Transaction Documents and the Notes,
has been duly authorized by all necessary limited liability company action on
the part of the Company.
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 use of our name under the heading "Legal Matters" in the
Prospectus. 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/gmh