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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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IN THE MATTER OF
SEMPRA ENERGY, ET AL. CERTIFICATE
PURSUANT TO
File No. 70-9511 RULE 24
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed by Sempra
Energy ("Sempra"), a California corporation and an exempt holding company under
the Public Utility Holding Company Act of 1935, as amended (the "Act"), in
connection with the transaction proposed in the Form U-1 Application-Declaration
(the "Application-Declaration"), as amended, in File No. 70-9511. The
transaction was authorized by Order of the Securities and Exchange Commission
(the "Commission") dated October 25, 1999 (the "Order"). Sempra hereby certifies
the matters set forth below pursuant to Rule 24 of the rules under the Act:
i. That, through a wholly-owned subsidiary, Bangor Pacific, Inc.,
Sempra has acquired a 50% interest in Bangor Gas Company, LLC, a Maine limited
liability company which will become a "gas utility company" within the meaning
of Section 2(a)(4) of the Act .
ii. The transaction approved by the Commission has been carried out in
accordance with the terms and conditions of, and for the purposes requested in,
the Application-Declaration, and in accordance with the terms and conditions of
the Order.
iii. Filed herewith as Exhibits F-3 and F-4, respectively, are "past-
tense" Opinions of Counsel for Sempra.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this Certificate
to be signed on their behalf by the undersigned thereunto duly authorized.
SEMPRA ENERGY
By: /s/ Warren I. Mitchell
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Name: Warren I. Mitchell
Title: Group President - Regulated Business
Units
BANGOR PACIFIC, INC.
By: /s/ Eric B. Nelson
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Name: Eric B. Nelson
Title: President
December 23, 1999
2
EXHIBIT F-3
December 21, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Sempra Energy, et al.
Application on Form U-1
SEC File No. 70-9511
Dear Ladies and Gentlemen:
On behalf of Sempra Energy and Bangor Pacific, Inc. ("Bangor Pacific")
(jointly, the Applicants) and Bangor Gas L.L.C., I have examined the Application
on Form U-1, dated June 1, 1999 (the "Application"), under the Public Utility
Holding Company Act of 1935 (the "Act"), filed by the Applicants with the
Securities and Exchange Commission (the "Commission") in the above referenced
proceeding and the Commission's Order, dated October 25, 1999, approving said
Application. Capitalized terms not defined herein have the meanings set forth in
the Application.
As set forth in the Application, the Applicants have acquired a 50%
membership interest of Bangor Gas Company, L.L.C. ("Bangor Gas"), which will
become a "gas utility company" within the meaning of the Act (the "Proposed
Transaction").
I am an attorney licensed in the State of California and am counsel for
the Applicants. I am familiar with the issuance of securities by Sempra Energy
and its associate companies. I have examined copies, signed, certified or
otherwise proven to my satisfaction, of the Application. In addition, I have
examined such other instruments, agreements and documents and made such other
investigation as I have deemed necessary as a basis for this opinion.
For the purposes of the opinions expressed below, I have assumed
(except, and to the extent set forth in my opinions below, as to the Applicants)
that all of the documents referred to in this opinion letter have been duly
authorized, executed and delivered by, and constitute legal, valid, binding and
enforceable obligations of, all of the parties to such documents, that all such
signatories to such documents have been duly authorized, that all such parties
are duly organized and validly existing and have the power and authority
(corporate, partnership or other) to execute, deliver and perform such documents
and that such authorization, execution and delivery by each such party did not,
and such performance did not, breach or constitute a violation of any law of any
jurisdiction. Based upon the foregoing, I am of the opinion, insofar as the laws
of California are concerned that:
a) all California laws applicable to the Proposed Transaction have been
complied with.
b) Sempra Energy is a corporation validly organized and duly existing
under the laws of the State of California.
c) The Applicants legally acquired the membership interests of Bangor
Gas being acquired.
d) Consummation of the Proposed Transaction did not violate the legal
rights of the holders of any securities issued by the Applicants or any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Sincerely,
Donald C. Liddell
EXHIBIT F-4
December 22, 1999
Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Sempra Energy et al
Application on Form U-l
SEC File No. 70-9511
Dear Mr. Katz:
On behalf of Sempra Energy and Bangor Pacific, Inc. ("Bangor Pacific")
(jointly, the Applicants) and Bangor Gas Company, L.L.C. we have examined the
Application on Form U-1 dated June 1, 1999 under the Public Utility Holding
Company Act of l935 (the "Act"), filed by the Applicants with the Securities and
Exchange Commission (the "Commission") in the above-referenced proceeding and
The Commission's Order dated October 25, 1999. The Application is hereinafter
referred to as the "Application". Capitalized terms not defined herein have the
meanings set forth in the Application.
As set forth in the Application, the Applicants have acquired a 50%
membership interest of Bangor Gas Company, L.L.C. ("Bangor Gas") which will
become a "gas utility company" within the meaning of the Act (the "Proposed
Transaction").
The attorneys signing this letter on behalf of Clifford, Stone & Herman
are attorneys licensed in the State of Maine and are counsel for the Applicants
regarding state regulatory matters. We have examined copies, signed, certified
or otherwise proven to my satisfaction, of the Application. In addition, we have
examined such other instruments, agreements and documents and made such other
investigation related to Maine state approvals, certificates, and licenses as we
have deemed necessary as a basis for this opinion. We have also relied upon
representations and statements of officials and agents of Sempra Energy, Bangor
Pacific and Bangor Gas Company L.L.C. regarding the Proposed Transaction that is
the subject of the Application.
For the purposes of the opinions expressed below, we have assumed
(1)(a) that all of the documents referred to in this opinion letter have been
duly authorized, executed and delivered by, and (b) constitute legal, valid,
binding and enforceable obligations of all of the parties to such documents, (2)
that all such signatories to such documents have been duly authorized, (3) that
all such parties are duly organized and validly existing and have the power and
authority (corporate, partnership or other) to execute, deliver and perform such
documents, and (4)(a) that such authorization, execution and delivery by each
such party did not, and (b) that such performance pursuant to such documents did
not breach or constitute a violation of any laws of any jurisdiction. Based upon
the foregoing, we are of the opinion, insofar as the laws of Maine are
concerned, that:
(a) All Maine laws applicable to the Proposed Transaction have been
complied with.
(b) Bangor Gas Company L.L.C. is validly organized and duly existing.
(c) The Applicants legally acquired the membership interests being
acquired.
(d) Consummation of the Proposed Transaction did not violate the legal
rights of the holders of any securities issued by the Applicants or any
associate company thereof, to the extent any such rights are subject to Maine
law.
The opinions expressed above are subject to the following assumptions
or conditions:
We express no opinion regarding the effectiveness or enforceability of
any particular terms, commitments, warrantees, guarantees, or other provisions
of the underlying contracts, understandings, agreements, or other documents
between or among the parties to the Proposed Transaction that may be separate or
severable from the specific right and authority to acquire the membership
interest that are the subject of the Application and that are the sole subject
of this opinion letter. Further, this opinion herein is qualified by and is
subject to, and we render no opinion with respect to, the limitations and
exceptions to the enforceability of contracts and obligations generally,
including without limitation: (a) the effect of bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent transfer or conveyance,
preference, equitable subordination (whether arising under State laws or the
U.S. Bankruptcy Code), bulk sales or bulk transfer laws and other similar laws
relating to or affecting the rights or creditors generally; (b) the effect of
general principles of equity and similar principles, including, without
limitation, concepts of materiality, reasonableness, unconscionability, good
faith and fair dealing and the possible unavailability of specific performance,
injunctive relief or other equitable remedies, regardless of whether considered
in a proceeding in equity or at law, and the effect of public policy; (c) the
enforceability of the indemnification and contribution provisions of the
Agreement and any ancillary agreements; (d) compliance or noncompliance with
antifraud provisions of applicable state and federal statutes, rules and
regulations concerning the issuance and sale of securities; and (d) the effect
of Maine, federal or other laws relating to usury or permissible rates of
interest or other charges for loans, forebearances or the use of money.
Our opinion is limited to the laws of the State of Maine and we express
no opinion with respect to the laws of any other state or jurisdiction,
including, but not limited to, federal securities, tax, trade regulation, or
antitrust laws or regulations, or to any local laws or ordinances. By rendering
our opinion, we do not undertake to advise you of any changes in the law that
may occur after the date hereof. These opinions have been prepared at your
request and they are intended solely for your use in connection with the
Proposed Transaction that is the subject of the Application and may not be
relied upon by any other party or entity.
We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.
Sincerely,
CLIFFORD, STONE & HERMAN
Alan G. Stone
AGS/dmn