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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Declaration of UNITIL ) CERTIFICATE PURSUANT TO
Corporation on Form U-1 ) RULE 24 UNDER THE PUBLIC
(File No. 70-9047) ) UTILITY HOLDING COMPANY ACT
) OF 1935
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, UNITIL Corporation ("UNITIL") hereby certifies, by the
undersigned officer hereunto duly authorized, that the proposed guarantee of the
obligations of UNITIL Realty Corporation under a note and note purchase
agreement, as proposed in UNITIL's application-declaration to the Securities and
Exchange Commission (the "Commission") on Form U-1 (File No. 70-9047) and
authorized by order of the Commission in Public Utility Holding Company Act
Release No. 35-26739; 70-9047, dated July 3, 1997 (the "Order") has been carried
out in accordance with the terms and conditions of and for the purposes
represented by the application-declaration and of the Commission's Order with
respect thereto.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this Certificate to
be signed on its behalf by the undersigned thereunto duly authorized.
UNITIL Corporation
By: /s/ Gail A. Siart
Gail A. Siart
Secretary and Treasurer
Dated: August 5, 1997
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110
August 4, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Declaration on Form U-1 (File 70-9047) of Unitil Corporation (the "Company")
under the Public Utility Holding Company Act of 1935. The Declaration sought
approval for the guarantee by the Company of the obligations of its subsidiary,
Unitil Realty Corp., under a note and note purchase agreement.
We have acted as counsel for the Company and in connection with this
opinion we have examined originals or copies certified or otherwise identified
to our satisfaction of:
(1) The charter documents and by-laws of the Company,
as amended to date;
(2) Minutes of meetings of the Company's shareholders
and directors, as kept in their respective minute books;
(3) The documents and agreements pertaining to the guarantee
described in the Declaration and such other certificates, documents and
papers as we deemed necessary or appropriate for the purpose of
rendering this opinion.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as copies. As to any
facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid agreements, instruments,
certificates and documents. In addition, we have examined such questions of law
as we considered necessary or appropriate for the purpose of rendering this
opinion.
Based on the foregoing, and subject to the final paragraph hereof, we are
of the opinion that:
(1) All state laws applicable to the guarantee described in
the Declaration have been complied with;
(2) The Company is validly organized and duly existing;
(3) The guarantee by the Company is a valid and binding obligation
of the Company, in accordance with its terms, subject to laws
of general application with respect to rights and remedies of
creditors and subject to equitable principles; and
(4) The consummation of the guarantee described in the Declaration
has not violated the legal rights of the holders of any
securities issued by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Declaration.
We are not, in this opinion, opining on laws other than the laws of the
State of New Hampshire and the federal laws of the United States.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.