<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>12
<FILENAME>ex996.txt
<DESCRIPTION>EX. L-2
<TEXT>
Exhibit L-2

                          Niagara Mohawk Holdings, Inc.
                         And Its Subsidiary Companies/1
                              As of January 1, 2002

1. Niagara Mohawk Holdings, Inc. ("NiMo") is a New York corporation and a public
   utility holding company exempt under Section 3(a)(1) of the Act by Commission
   order./2

   1.1 Niagara Mohawk Power Company ("Niagara Mohawk") is a New York electric
       and gas public utility. For the twelve months ended April 30, 2001,
       Niagara Mohawk provided electric service and sold, distributed and
       transported natural gas to (on average) 1,535,135 electric and 546,835
       gas customers in eastern, central, northern and western New York State.
       Niagara Mohawk provides electric service to the cities of Buffalo,
       Syracuse, Albany, Utica, Schenectady, Niagara Falls and Troy. As of March
       31, 2001, Niagara Mohawk had approximately 50,412 miles of electric
       transmission and distribution lines.

      1.1.1 NM Uranium, Inc., a Texas corporation, has a 50% interest/3 in
            certain uranium mining operations in the State of Texas.

      1.1.2 NM Properties, Inc., a New York corporation, manages real property
            formerly owned by Niagara Mohawk. NM Properties, Inc. wholly owns
            the following subsidiary real estate development companies: Hudson
            Pointe, Inc., Land Management & Development, Inc., Landwest, Inc.,
            Moreau Park, Inc., Riverview, Inc., Salmon Shores, Inc., Upper
            Hudson Development, Inc., Arbuckle Acres, Inc. and OproprCo., Inc.

      1.1.3 NM Receivables LLC, a New York limited liability company, is a
            single-purpose, financing subsidiary that purchases and resells
            Niagara Mohawk's customer receivables, including accrued unbilled
            revenues. NM Receivables LLC is over 99.99% owned by Niagara Mohawk
            and is also owned by NM Receivables Corp. II.

      1.1.4 NM Receivables Corp. II, a New York corporation, manages NM
            Receivables LLC.

   1.2 Opinac North America, Inc. is a Delaware holding company engaged through
       its subsidiaries in unregulated activities in the energy industry and is
       a holding company over a Canadian utility that will certify as a FUCO
       under Section 33 of the Act concurrent with the consummation of the
       Merger.

      1.2.1 Opinac Energy Corp. ("Opinac Energy") is a corporation that owns a
            portfolio of cash equivalent securities and an interest in Canadian
            Niagara Power Company Limited.

         1.2.1.1 Canadian Niagara Power Company Limited ("CNP Limited"), a
                 Ontario corporation, in which Opinac Energy has a 50%
                 interest,/4 will certify as a FUCO concurrent with the
                 consummation of the Merger. CNP Limited is a public utility
                 company based in Ontario, Canada that generates electricity and
                 supplies and markets energy and energy services in Ontario. CNP
                 Limited also sells electricity that is surplus to its Ontario
                 needs into the New York market, principally into the market run
                 by the NYISO. CNP Limited owns and operates the William B.
                 Rankine Generating Station, a 74.6 MW hydroelectric plant
                 located on the Canadian side of the Niagara River at Niagara
                 Falls. Opinac Energy was granted an exemption by Commission
                 order under Section 3(a)(5) of the Act with respect to its
                 interest in CNP Limited./5

            1.2.1.1.1 Canadian Niagara Power Inc. ("CNP Inc.") ,a Ontario
                      corporation, distributes electricity to residential,
                      commercial and industrial customers in Fort Erie, Ontario.
                      CNP Inc. has an international electric interconnection
                      with Niagara Mohawk that provides back-up power in the
                      event of an outage at Niagara Falls. CNP Inc. also has a
                      25 hertz transmission line that interconnects the 25 hertz
                      grid in Niagara Falls, Ontario, with the Niagara Mohawk
                      system in Buffalo, N.Y. CNP Inc. serves approximately
                      14,600 customers with 44 employees, 32 km of transmission
                      lines and 900 km of distribution lines. CNP Limited is
                      licensed by the Ontario Energy Board ("OEB"), and its
                      operations are subject to compliance with the terms of its
                      licenses. On July 19, 2001, CNP Limited, CNP Inc., the
                      City of Port Colborne, Ontario and Port Colborne Hydro,
                      Inc. ("Port Colborne Hydro"), a distribution utility,
                      signed an agreement for CNP Inc. to lease the electric
                      distribution business of Port Colborne Hydro. The
                      agreement is subject to OEB approval before closing.
                      Under the terms of the 10-year deal, CNP Inc. will receive
                      all revenues from Port Colborne Hydro in exchange for
                      assuming responsibility for the operations of the
                      business. The City of Port Colborne will receive lease
                      payments from CNP Inc. CNP Inc. will finance and own all
                      capital additions and will hold an option to purchase the
                      business for a predetermined fair market value at the end
                      of the 10-year term. Port Colborne is located on the north
                      shore of Lake Erie at the entrance to the Welland Canal.
                      The utility serves approximately 9,000 customers within
                      the City of Port Colborne.

            1.2.1.1.2 Westario Power Holdings Inc., a Ontario corporation, is a
                      nonutility holding company in which Canadian Niagara Power
                      Company Ltd. has a 10% interest.

                  1.2.1.1.2.1 Westario Power Inc., a Ontario corporation, is an
                              electric distribution utility that serves 20,000
                              customers in the counties of Bruce, Grey and
                              Huron, Ontario.

                  1.2.1.1.2.2 Westario Power Services Inc., a Ontario
                              corporation, markets and sells associated products
                              and services related to Westario Power Inc.'s
                              business.

            1.2.1.1.3 Rideau St. Lawrence, a Ontario corporation, is a
                      nonutility holding company in which Canadian Niagara Power
                      Company Ltd. has a 10% interest.

               1.2.1.1.3.1 Rideau St. Lawrence Distribution Inc., a Ontario
                           corporation, is an electric distribution utility that
                           serves 6,000 customers in the counties of
                           Leeds-Grenville and Stormont-Dundes, Ontario.

               1.2.1.1.3.2 Rideau St. Lawrence Utilities Inc., a Ontario
                           corporation, provides human resources and asset
                           services to Rideau St. Lawrence Distribution Inc. and
                           Reideau St. Lawrence Services Inc.

               1.2.1.1.3.3 Rideau St. Lawrence Services Inc., a Ontario
                           corporation, provides operational services to Rideau
                           St. Lawrence Distribution Inc.

            1.2.1.2.2 1161557 Ontario Inc., a Ontario corporation, is inactive.

            1.2.1.2.3 Ziegler Energy Demands Inc., a Ontario corporation, is
                      inactive.

      1.2.2 Telergy, Inc., an exempt telecommunications company under Section 34
            of the Act and a New York corporation, in which Opinac North
            America, Inc. holds an 18% stake, has filed for bankruptcy and is in
            liquidation.

      1.2.3 eVionyx, Inc. (formerly EVonyx, Inc.), an exempt telecommunications
            company under Section 34 of the Act and a Delaware corporation, in
            which Opinac North America, Inc. holds a 16% stake, is a research
            and development company that has developed and intends to
            commercialize new fuel cell and battery technology.

      1.2.4 Niagara Mohawk Energy, Inc. ("NM Energy"), a Delawrae corporation,
            is an energy marketing and services company.

         1.2.4.1 Telergy Central LLC ,an exempt telecommunications company under
                 Section 34 of the Act and Delaware corporation, has filed for
                 bankruptcy and is in liqudiation.

         1.2.4.2 Direct Global Power, a Delaware corporation, is engaged in the
                 business of photovoltaics.

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1 All subsidiaries are wholly owned unless otherwise noted.

2 Niagara Mohawk Holdings, Inc., Holding Co. Act Release No. 26986 (March 4,
1999).

3 The remaining 50% interest is owned by USX Corp., an unaffiliated company.

4 The remaining 50% of CNP Limited is owned by Fortis Inc.

5 Opinac Energy Corporation, Holding Co. Act Release No. 25632 (September 16,
1992). The order states that "[a]lthough Opinac was not incorporated until 1982,
the affiliation between CNP and Niagara Mohawk predates the passage of the Act.
The Commission considered, but did not expressly pass upon, retention of the
foreign utility in the section 11 reorganization proceedings involving Niagara
Mohawk's predecessors in interest. See, e.g., Niagara Hudson Power Corp., 16
S.E.C. 139, 170 n. 46 (1944) (citing the domestic company's "substantial
dependence upon the receipt of electric energy from Canadian sources"); The
United Corp., 32 S.E.C. 378, 396 (1951) (foreign operations "related" to Niagara
Mohawk's domestic utility business)." See also, In the Matter of Niagara Mohawk
Power Corp., The Niagara Falls Power Co., Holding Co. Act Release No. 10130
(October 4, 1950) (noting in its order approving the merger of Niagara Mohawk
with The Niagara Falls Power Co. that CNP would be directly transferred to
Niagara Mohawk).

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