XXXXXXX, XXXX, XXXXX & XXXXXX
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
(000) 000-0000
FACSIMILE: (000) 000-0000
August 12 , 2005
Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Washington, DC 20549
Re: Unitil Corporation, et al. (File No. 70-10310)
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Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the Application-Declaration on Form U-1
(File No. 70-10310) (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"), and its wholly owned subsidiary companies, Fitchburg Gas
and Electric Light Company ("Fitchburg"), Unitil Energy Systems, Inc. ("Unitil
Energy"), Unitil Power Corp. ("Unitil Power"), Unitil Realty Corp. ("Unitil
Realty"), Unitil Resources, Inc. ("Unitil Resources") and Unitil Service Corp.
("Unitil Service" and, together with Fitchburg, Unitil Energy, Unitil Power,
Unitil Realty and Unitil Resources, the "Subsidiaries"). In the
Application-Declaration the Company and the Subsidiaries requested authorization
and approval under Sections 6(a) and 7 of the Act for certain hedging
transactions with respect to existing indebtedness of Unitil or the Subsidiaries
in order to manage and minimize interest rate costs, and certain hedging
transactions with respect to anticipatory debt issuances in order to lock-in
current interest rates and/or manage interest rate risk exposure.
In connection with this opinion, we have examined originals, or copies
certified to our satisfaction, of the Application-Declaration, the order of the
Securities and Exchange Commission (the "SEC") dated June 30, 2003 (Holding
Company Act Release No. 27691) granting the Company and the Subsidiaries
authority under the Act to issue short-term indebtedness, such corporate records
of the Company and the Subsidiaries, 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
Securities and Exchange Commission
August 12, 2005
Page 2
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.
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 by
the Application-Declaration:
(1) All state laws applicable to the transactions described in the
Application-Declaration will have been complied with.
(2) The Company and Unitil Energy are validly organized and duly
existing under the laws of the State of New Hampshire. Fitchburg
is validly organized and duly existing under the laws of the
Commonwealth of Massachusetts.
(3) The debt securities to be issued by the Company and Fitchburg
that underlie hedging transactions authorized by the
Application-Declaration will be valid and binding obligations of
the issuer in accordance with their terms.
(4) The consummation of the proposed hedging transactions will not
violate the legal rights of the holders of any securities issued
by the Company, Unitil Energy or Fitchburg.
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 be
effective with respect to the hedging transactions described
therein.
b. The Applicants shall be in compliance with the terms of the order
issued by the Commission with respect to the
Application-Declaration.
c. 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
August 12, 2005
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 federal laws of the United
States and the New Hampshire Business Corporation Act and Title XXXIV (Public
Utilities) of the New Hampshire Revised Statutes. We hereby consent to the use
of this opinion as an exhibit to the Application-Declaration.
Very truly yours,
/s/ XxXxxxx. Xxxx, Xxxxxx & XxxXxx LLP
