National Grid USA Watch

from U5S 1 page Articles of Incorporation or Bylaws

from U5S 1 page Articles of Incorporation or Bylaws

from U5S 1 page Articles of Incorporation or Bylaws

from U5S 1 page Articles of Incorporation or Bylaws

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~5 pages Articles of Incorporation or Bylaws

from U5S 1 page <page> Massachusetts Electric Company Articles of Amendment as of January 27, 1998, Article 18 of the Company's Articles of Organization Were Amended Such That Article XVIII Section 4e(4) Was Deleted. Further, the Following Two Paragraphs, to Wit: The Voting Rights Set Forth in Subsections B, C, and D Shall Not Be Effective If, in Connection With Any Matter Specified Therein, Provision Is Made for the Purchase, Redemption or Retirement of All the Preferred Stock and Preferred Stock-Cumulative at the Time Outstanding, or It Is Provided That the Proposed Action Shall Not Be Effective Unless Such Provision Is Made. in the Calculations in Subsections D and E of "At Least Two-Thirds of the Total Number of Shares of Preferred Stock and the Preferred Stock-Cumulative" or of "At Least a Majority of the Total Number" of Such Shares, Each Share of Preferred Stock Bearing $100 Par Value Shall Be Counted as One and Each Share of Preferred Stock-Cumulative Bearing $25 Par Value Shall Be Counted as One-Quarter. Were Moved From Section 4e of Said Article to Become the Last Two Paragraphs of Section 4f

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~10 pages Articles of Incorporation or Bylaws

from 10-K ~50 pages Meco Exhibit (3)(b)

from 10-K ~20 pages Nep Exhibit 3(b)

from 35-CERT 1 page <page> Exhibit F 25 Research Drive, Westborough, Massachusetts 01582 =================================================== December 22, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: New England Power Company File No. 70-9089 Dear Commissioners: The Statement on Form U-1 Filed in the Above Proceeding Was Permitted to Become Effective by the Commission's Order Dated October 29, 1997. as Counsel for the Above Named Company, We Have Reviewed the Following Action Taken Subsequent to Our Opinion Dated October 7, 1997, to Carry Out the Following Transactions Described in the Statement: New England Power Company Executed the Credit Agreement Dated as of December 15, 1997, With the Initial Lenders Named Therein, Merrill Lynch Capital Corporation, as Syndication Agent, Bankboston, N.A., as Administrative Agent, and Credit Suisse First Boston, as Documentation Agent, a Copy of Which Is Also Attached as an Exhibit to the Certificate of Notification. We Have Reviewed the Above Mentioned Opinion, Which Was Filed by Amendment as Exhibit F to the Statement on Form U-1 in the Above Proceeding, and We Hereby Confirm the Various Opinions and Statements Contained Therein. It Is Our Further Opinion That the Foregoing Transaction Has Been Carried Out in Accordance With the Statement. Very Truly Yours, S/Robert King Wulff Robert King Wulff Corporation Counsel S/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel

from U5S ~10 pages Articles of Incorporation or Bylaws

from U5S ~5 pages Articles of Incorporation or Bylaws

from U5S ~20 pages Articles of Incorporation or Bylaws

from U5S ~50 pages Articles of Incorporation or Bylaws

from 35-CERT ~10 pages Articles of Incorporation or Bylaws