EXHIBIT 5(b)
XXXXXX & XXXX
XXX XXXXXXX XXXXX
XXX XXXXX, XXXXXXXXXXX 00000-0000
November 3, 1995
The United Illuminating Company
000 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxxx
Dear Sirs:
In connection with the proposed issuance and sale by Meridian Trust
Company, not in its individual capacity but solely as Owner Trustee (the "Owner
Trustee") under a Trust Agreement with an equity investor (the "Trust
Agreement"), of Seabrook 1 Secured Lease Obligation Bonds, such Bonds being
secured by, among other things, an assignment of rentals under the Facility
Lease, dated as of August 1, 1990, between the Owner Trustee, as Lessor, and The
United Illuminating Company (the "Company"), as Lessee (the "Lease"), as
proposed to be supplemented and amended by a Lease Supplement No. 1 thereto (the
"Supplement") substantially in the form filed as Exhibit 4(e) to the
registration statement on Form S-3 (the "Registration Statement") relating to
such Bonds under the Securities Act of 1933, as amended, and in connection with
the filing of the Registration Statement, we advise you that, in our opinion,
when (i) the Supplement and the documents filed as Exhibits 4(c), (g), (k) and
(m) to the Registration Statement shall have been duly authorized, executed and
delivered by the parties thereto, and (ii) the Supplement or notice thereof
shall have been recorded in the Rockingham County, New Hampshire, Registry of
Deeds, the obligations of the Company under the Lease, as supplemented and
amended by the Supplement, to make the rental payments specified therein will be
valid and binding obligations of the Company.
We are members of the Connecticut Bar and do not hold ourselves out as
experts on the laws of any other state. As to all matters of New York law, we
have relied upon an opinion of even date herewith addressed to you by Xxxx &
Priest LLP of New York, New York, special counsel for the Company, and as to
matters of New Hampshire law, we have relied on an opinion of even date herewith
addressed to you by Xxxxxx, Millimet & Branch, Professional Association, of
Manchester, New Hampshire, New Hampshire counsel for the Company, which opinions
are filed as exhibits to the Company's said Registration Statement.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and we also consent to such references to our firm in
the Registration Statement and in the prospectus constituting a part thereof.
Very truly yours,
/s/ Xxxxxx & Xxxx
XXXXXX & XXXX
