ML20244D480

Advises That Amend 2 to Indemnity Agreement B-106 Has Been Duly Authorized,Executed & Delivered on Behalf of Seabrook Owners & Constitutes Valid & Binding Obligation of Each Owner

ML20244D480
Person / Time
Site:	Seabrook
Issue date:	05/30/1989
From:	Gray, Ropes ROPES & GRAY
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
Shared Package
ML20244D472	List: ML20244D470 ML20244D480
References
OL-1, NUDOCS 8906190083
Download: ML20244D480 (2)

Text

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ROPES & GRAY ONE INTERNATIONAL PLACE BOSTON, MASSACHUSETTS O2ilO-2624 30 nENNEor PLAr* 8001 PENNSYLVANIA AVENUE, N. W.

(0i7) 951-7000 ]

PROVfDENCE, R. L 02903 WASHIN GTON, D. C. 20004 (40f) 521-6400 TELECOPIER: (617) 951-7050 (202) 626-3900 TELECOPIER: (403) 528-09:0 TE LECOPIE R; (202) 626-3961 May 30, 1989 l

United States Nuclear Regulatory Commission Washington, D.C. 20555 Re: Amendment No. 2 to Indemnity Aareement No. B-106 Gentlemen:

This opinion is being furnished to you in connection with the execution and delivery of Amendment No. 2 (the "Second Amendment") to the Indemnity Agreement No. B-106, dated as of December 18, 1985, as heretofore amended (the

" Indemnity Agreement"), between the twelve Seabrook owners, acting through New Hampshire Yankee Division (the " Division")

of Public Service. Company of New Hampshire as agent, and the United States Nuclear Regulatory Commission. The Seabrook owners are all named as licensees in Facility Operating License N:. NPF-67.

We have acted as counsel for Public Service Company of New Hampshire ("Public Service"), and more recently for the l Division, in their respective and successive capacities as agent for the Seabrook Owners under the Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units, dated as of May 1, 1973, as amended (the

" Joint Ownership Agreement"). We are familiar with the actions taken by Public Service to establish the Division and with the authorizing actions taken by the Seabrook Owners, including Public Service, with respect to the delegation of authority to the Division. We have reviewed an executed copy of the Indemnity Agreement, including both amendments thereto, and such other material as we deemed necessary for purposes of this opinion.

Based upon the foregoing, we are of the opinion that:

1. The Division has been duly established within the corporate structure of Public Service. The Joint Ownership Agreement grants Public Service authority to act as agent for 8906190083 890530 PDR- ADOCK 0500G443 J PDC

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. RoPcs & GRAY l United States Nuclear Regulatory May 30, 1989 Commission the Seabrook owners in connection with transactions such as those evidenced by the Indemnity Agreement, and that authority has, in accordance with the directive of the Joint Owners, been duly delegated to the Division.

2. Subject to the qualification stated in the last l paragraph hereof, the Second Amendment to the Indemnity Agreement has been duly authorized, executed and delivered on behalf of the Seabrook Owners, acting through the Division as their agent under the Joint ownership Agreement, and constitutes a valid and binding obligation of each of the Seabrook Owners, enforceable in accordance with its terms.

Our opinion as to the enforceability of the Second Amendment to the Indemnity Agreement is qualified to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and that general equitable principles may limit the right to obtain the remedy of specific performance of obligations thereunder

. or other equitable remedies.

Very truly yours,

7. A Ropek & Gray JAR /sml1 Jm.raus.n

_ _ _______________________ . _ _ _ _ .)