LEBOUEF, LAMB, XXXXXX & XXXXXX
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
NEW YORK 000 Xxxxxxxx Xxxxxx XXXXXX
XXXXXXXXXX, D.C. Boston, MA 02110-3173 (A LONDON BASED
ALBANY (000) 000-0000 MULTINATIONAL PARTNERSHIP)
BOSTON Facsimile: (000) 000-0000 PARIS
DENVER BRUSSELS
HARRISBURG JOHANNESBURG
HARTFORD (PTY) LTD.
HOUSTON MOSCOW
JACKSONVILLE RIYADH
LOS ANGELES (AFFILIATED OFFICE)
NEWARK TASHKENT
PITTSBURGH BISHKEK
SALT LAKE CITY ALMATY
SAN FRANCISCO October 17, 2003 BEIJING
Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Re: Unitil Corporation, et al. (File No. 70-10161)
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the filing with the Commission of the
Application-Declaration on Form U-1 (File No. 70-10161) (the
"Application-Declaration") of Unitil Corporation (the "Company" or "Unitil"), a
New Hampshire corporation and a registered public utility holding company under
the Public Utility Holding Company Act of 1935, as amended (the "Act"). The
Application-Declaration relates to the request by the Company for authorization
and approval under Sections 6(a) and 7 of the Act with respect to the issuance
and sale of up to 717,600 shares of common stock, no par value of the Company
(the "Common Stock").
In connection with this opinion, we have examined originals, or copies
certified to our satisfaction, of the Application-Declaration, such corporate
records of the Company, certificates of public officials, certificates of
officers and representatives of the Company, and such other exhibits, documents,
agreements, instruments, and other materials as we considered necessary or
advisable in order to render the opinions set forth below. In such examination,
we have assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all such documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
aforesaid records, certificates, exhibits, documents, agreements, instruments,
and other materials. In addition, we have examined such questions of law as we
considered necessary or appropriate for the purpose of rendering this opinion.
Securities and Exchange Commission
October 17, 2003
Page 2
Based on the foregoing, and subject to the final paragraph hereof, we
are of the opinion that when the Commission has taken the action requested in
the Application-Declaration:
(1) All state laws applicable to the transactions described in the
Application-Declaration will have been complied with.
(2) The Company is validly organized and duly existing under the laws
of the State of New Hampshire.
(3) The shares of Common Stock to be issued in accordance with the
Application-Declaration will be validly issued, fully paid and
non-assessable, and the holders thereof will be entitled to the
rights and privileges appertaining thereto set forth in the
Company's Articles of Incorporation, as amended.
(4) The consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by the
Company.
The opinions expressed above are subject to the following assumptions
or conditions:
a. The Commission shall have duly entered an appropriate order or
orders granting and permitting the Application-Declaration to
become effective with respect to the Common Stock offering
described therein.
b. The Company shall be in compliance with the terms of the order
issued by the Commission with respect to the
Application-Declaration.
c. The Company's Registration Statement on Form S-3 (File No.
333-108349), which registers the shares of Common Stock to be
offered under the Securities Act of 1933, as amended, shall have
been declared effective by the Commission, and certificates for
the shares of Common Stock shall have been executed,
authenticated, issued, paid for and delivered as contemplated in
the Registration Statement and any prospectus supplement relating
thereto and in accordance with any underwriting agreement.
d. No act or event other than as described herein shall have
occurred subsequent to the date hereof, which would change the
opinions expressed above.
Securities and Exchange Commission
October 17, 2003
Page 3
This opinion is intended solely for the use of the Commission and may
not be relied upon by any other person or used for any other purpose. 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. We hereby consent to the
use of this opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/ LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
