Registration Statement No. 333-______ (unless the context shall otherwise require, the Registration Statement, as amended, is hereinafter called the "Registration Statement"), the prospectus dated __________, together with the prospectus supplement dated __________ relating to the New Debentures in the form filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Maine, Massachusetts, New Hampshire, Rhode Island and Vermont, and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been duly executed by the Company and the Trustee, and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obliga...
Registration Statement No. 333-86063 and any post-effective amendments thereto shall be effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued nor shall there have been proceedings for that purpose initiated or threatened by the SEC and we shall have received all necessary state securities law or "blue sky" authorizations;
Registration Statement No. 333-______ became effective on ______, ______, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to the Incorporated Documents and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements or other financial data contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration St atement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case I express no opinion as to the financial statements or other financial data contained therein. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx LLP may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, ______________________________ Vice President-General Counsel
Registration Statement No. 333-269595
Registration Statement No. 333-167980 filed with the Securities and Exchange Commission, as amended (the “Registration Statement”);
Registration Statement No. 333-[ ], as ------- filed by the Company with the Securities and Exchange Commission for the registration of the Company's First Mortgage Bonds and Debt Securities under the Securities Act of 1933, as amended (the "Securities Act"), and for the qualification under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Mortgage and of the Indenture (such registration statement, as amended at the Effective Date (as such term is defined in the ------------------------ 1 For use in connection with First Mortgage Bonds. 2 For use in connection with Debt Securities. 3 For use in connection with Common Stock. Agreement referred to below), being hereinafter collectively referred to as the "Registration Statement"); (c) the prospectus constituting part of the Registration Statement, as amended and supplemented by a prospectus supplement relating to the Securities ("Prospectus"); (d) the Underwriting Agreement dated [ , 200 ] between the Company and you ("Agreement"); and (e) the --------- - petition filed by the Company with the Minnesota Public Utilities Commission seeking authorization to issue the Securities. In addition, I have reviewed the order issued by said Commission in response to said petition. I have reviewed all corporate proceedings taken by the Company in respect of [1,2 the authorization of the [1 Mortgage] [2 Indenture] and] the issuance and sale of the Securities thereunder. [1,2 I have examined the Securities and have relied upon a certificate of [1 The Bank of New York] [2 LaSalle Bank National Association] as [1 Corporate Trustee] [2 Trustee] under the [1 Mortgage] [2 Indenture], as to the authentication of the Securities.] Upon the basis of my familiarity with these transactions and with the Company's properties and affairs generally, I am of the opinion that:
Registration Statement No. 333-236735 Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. PROSPECTUS SUPPLEMENT PROSPECTUS
Registration Statement No. 333-47485
Registration Statement No. 333-195458. The Issuer has increased the size of the Offering to $130,000,000 (or $149,500,000 if the underwriters’ over-allotment option is exercised in full). The final prospectus supplement relating to the Offering will reflect conforming changes relating to such increase in the size of the Offering.
Registration Statement No. 333-57442 declared effective December 4, 2001 shall be available for use by CC to resell up to 1,000,000 Conversion Shares with respect to the Series C-1 Preferred Stock, 150,115 Conversion Shares with respect to the Amended A Warrant and 500,000 Conversion Shares with respect to the Amended C Warrant and all other Conversion Shares covered by that Registration Statement;
