EXHIBIT 5(a)
XXXX & PRIEST LLP
00 XXXX 00XX XXXXXX
XXX XXXX, XXX XXXX 00000
November 3, 1995
The United Illuminating Company
000 Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
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 (the "Bonds"), such
Bonds being secured by, among other things, an assignment of rentals to be paid
by The United Illuminating Company (the "Company"), under the Facility Lease,
dated as of August 1, 1990, between the Owner Trustee, as Lessor, and the
Company, as Lessee, to be amended by Lease Supplement No. 1 thereto (such
Facility Lease, as so amended, the "Lease"), and in connection with the filing
on or about the date hereof of the registration statement on form S-3 (the
"Registration Statement") relating to Bonds under the Securities Act of 1933, as
amended, we advise you that, in our opinion, the obligations of the Company
under the Lease to make the rental payments specified therein will be valid and
binding obligations of the Company, when (i) the documents filed as Exhibits
4(c), 4(e), 4(g), 4(k) and 4(m) to the Registration Statement shall have been
duly authorized, executed and delivered by the parties thereto and (ii) said
Lease Supplement No. 1 or notice thereof shall have been recorded in the
Rockingham County, New Hampshire Registry of Deeds.
We are members of the New York Bar do not hold ourselves out as experts on
the laws of any other state. As to all matters of Connecticut law, we have
relied upon an opinion of even date herewith addressed to you by Xxxxxx & Xxxx
of New Haven, Connecticut, and as to all matters of New Hampshire law, we have
relied upon an opinion of even date herewith addressed to you by Xxxxxx,
Millimet & Branch, Professional Association, of Manchester, New Hampshire, which
opinions are filed as exhibits to the 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 as
are made in the Registration Statement and in the prospectus constituting a part
thereof.
Very truly yours,
/s/ Xxxx & Priest LLP
Xxxx & Priest LLP
