Common use of Incumbency and Signature Certificate Clause in Contracts

Incumbency and Signature Certificate. 4. Directors’ Vote [Please note - governmental entities may make appropriate modifications to these documents to reflect that they are not corporations.] [Form of Opinion of Counsel for Each Utility Participant] New England Hydro-Transmission Electric Company, Inc.; New England Hydro Transmission Corporation; or New England Power Company Gentlemen: This opinion is furnished in connection with the execution and delivery by (the Company) of the following Agreements: . We have acted as counsel to the Company, one of the Utility Participants, in connection with the execution and delivery of the Basic Agreements. We participated in reviewing and/or drafting the Agreements. As general [special] counsel to the Company, we are generally familiar with its affairs. [If special counsel is giving the opinion, describe relationship to the Company.] We have reviewed the proceedings taken by the Company in connection with its authorization, execution, and delivery of the Agreements and any documentation supplied by the Company thereunder. We have also examined executed counterparts of the Agreements, have made such other investigation, and have examined such other records and documents, and have made such examination of law and satisfied ourselves as to such other matters as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. Based upon and subject to the foregoing and to the further qualifications in this opinion, we are of the opinion that:

Incumbency and Signature Certificate. 4. Directors’ Vote [Please note - governmental entities may make appropriate modifications to these documents to reflect that they are not corporations.] [Form of Opinion of Counsel for Each Utility Participant] New England Hydro-Transmission Electric Company, Inc.; New England Hydro Hydro-Transmission Corporation; or New England Power Company Gentlemen: This opinion is furnished in connection with the execution and delivery by (the Company) of the following Agreements: . We have acted as counsel to the Company, one of the Utility Participants, in connection with the execution and delivery of the Basic Agreements. We participated in reviewing and/or drafting the Agreements. As general [special] counsel to the Company, we are generally familiar with its affairs. [If special counsel is giving the opinion, describe relationship to the Company.] We have reviewed the proceedings taken by the Company in connection with its authorization, execution, and delivery of the Agreements and any documentation supplied by the Company thereunder. We have also examined executed counterparts of the Agreements, have made such other investigation, and have examined such other records and documents, and have made such examination of law and satisfied ourselves as to such other matters as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. Based upon and subject to the foregoing and to the further qualifications in this opinion, we are of the opinion that:

Incumbency and Signature Certificate. 4. Directors’ ' Vote [Please note - governmental entities may make appropriate modifications to these documents to reflect that they are not corporations.] [Form of Opinion of Counsel for Each Utility Participant] New England Hydro-Transmission Electric Company, Inc.; New England Hydro Transmission Corporation; or New England Power Company Gentlemen: This opinion is furnished in connection with the execution and delivery by __________________ (the Company) of the following Agreements: . _____________________ We have acted as counsel to the Company, one of the Utility Participants, in connection with the execution and delivery of the Basic Agreements. We participated in reviewing and/or drafting the Agreements. As general [special] counsel to the Company, we are generally familiar with its affairs. [If special counsel is giving the opinion, describe relationship to the Company.] We have reviewed the proceedings taken by the Company in connection with its authorization, execution, and delivery of the Agreements and any documentation supplied by the Company thereunder. We have also examined executed counterparts of the Agreements, have made such other investigation, and have examined such other records and documents, and have made such examination of law and satisfied ourselves as to such other matters as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. Based upon and subject to the foregoing and to the further qualifications in this opinion, we are of the opinion that:

Incumbency and Signature Certificate. 4. Directors’ Vote [Please note - governmental entities may make appropriate modifications to these documents to reflect that they are not corporations.] 96094872.2 [Form of Opinion of Counsel for Each Utility Participant] New England Hydro-Transmission Electric Company, Inc.; New England Hydro Transmission Corporation; or New England Power Company Gentlemen: This opinion is furnished in connection with the execution and delivery by (the Company) of the following Agreements: . We have acted as counsel to the Company, one of the Utility Participants, in connection with the execution and delivery of the Basic Agreements. We participated in reviewing and/or drafting the Agreements. As general [special] counsel to the Company, we are generally familiar with its affairs. [If special counsel is giving the opinion, describe relationship to the Company.] We have reviewed the proceedings taken by the Company in connection with its authorization, execution, and delivery of the Agreements and any documentation supplied by the Company thereunder. We have also examined executed counterparts of the Agreements, have made such other investigation, and have examined such other records and documents, and have made such examination of law and satisfied ourselves as to such other matters as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. Based upon and subject to the foregoing and to the further qualifications in this opinion, we are of the opinion that: