<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>form35cert.txt
<DESCRIPTION>CERTIFICATION UNDER RULE 24 OF THE 35 ACT
<TEXT>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

-------------------------------           --------------------------------------
Application of Emera Inc.                   CERTIFICATE PURSUANT TO RULE 24
et al on Form U-1 (File No.                 UNDER THE PUBLIC
70-9787)                                    UTILITY HOLDING COMPANY ACT OF 1935
-------------------------------           --------------------------------------

     Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, Emera Inc., a Canada corporation ("Emera"),
certifies that it has acquired Bangor Hydro-Electric Company, a Maine
corporation ("BHE"), and its public-utility subsidiary companies as proposed in
the application/declaration to the Commission on Form U-1 (File No. 70-9787) and
authorized by order of the Commission in Public Utility Holding Company Act
Release No. 27445, dated October 1, 2001. Emera also certifies that the
acquisition has been carried out in accordance with the terms and conditions of
and for the purposes represented by the application/declaration and of the
Commission's order with respect thereto.

Exhibits

     F-2 "Past Tense" Opinion of Counsel

                                    SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company Act of
1935, Emera has duly caused this Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         /s/
                                         ---------------------------------------
                                         Richard J. Smith
                                         Corporate Secretary and General Counsel
                                         Emera Inc.

Date:    October 15, 2001



<PAGE>


EXHIBIT F-2

                                                                October 15, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Emera Inc., Bangor Hydro-Electric Co., File No. 070-9787

Dear Ladies and Gentlemen:

     Emera Incorporated ("Emera"), a company formed under the laws of the
Province of Nova Scotia, Canada; Bangor Hydro-Electric Co. ("BHE"), a Maine
electric public utility company and a holding company currently exempt by order
under Section 3(a)(1) of the Public Utility Holding Company Act of 1935 (the
"1935 Act" or "Act"); Emera US Holdings Inc. ("Emera USH"), a wholly owned
subsidiary of Emera; BHE Holdings Inc. ("BHEH"), a wholly owned subsidiary of
Emera USH; and Bangor Var Co., Inc. ("Bangor Var"), a wholly owned subsidiary of
BHE; collectively ("Applicants"), have received approval from the Commission in
connection with Emera's application-declaration to acquire the outstanding
common stock of BHE and its public-utility subsidiary companies (the "Merger").
Emera Inc., Holding Co. Act Release No. 27445 (October 1, 2001) (the "Merger
Order"). Under the Merger Order, Emera also received financing, affiliate
transaction, and other authorizations necessary to operate a registered holding
company system in accordance with the Act. Emera, Emera USH and BHEH registered
as holding companies under the Act on October 11, 2001.

     I am a member of the Barristers Society of the Province of Nova Scotia,
Canada, the place of incorporation of Emera. For purposes of this opinion and to
the extent I deemed necessary, I have relied on advice from counsel employed or
retained by Emera, in particular, LeBoeuf, Lamb, Greene & MacRae, L.L.P., and
Preti, Flaherty, Beliveau, Pachios & Haley, L.L.C., who are experts in the laws
applicable to the Applicants.

     In connection with this opinion, I or attorneys in whom I have confidence,
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts


<PAGE>

were not independently established, relied upon statements contained in the
application-declaration.

     The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:

o    No act or event other than as described herein has occurred
     subsequent to the date hereof which would change the opinions
     expressed below.

o    Appropriate corporate actions have been taken by both the
     issuer and acquirer of the securities contemplated by the
     application-declaration and the documents transferring the
     securities have been duly authorized, executed and delivered.

o    Each of the Applicants, and their subsidiaries involved in the
     Merger, was at the time of the Merger a duly incorporated
     corporation or duly formed limited liability company.

     Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:

     (a)  all state and federal laws applicable to the proposed transactions
          have been complied with;
     (b)  the issuer of any securities proposed in the application-declaration
          has been duly formed or incorporated under the laws of the
          jurisdiction in which it is domiciled;
     (c)  such securities are, in the case of stock, validly issued, fully paid
          and nonassessable, and the holders thereof entitled to the rights and
          privileges appertaining thereto set forth in the charter or other
          document defining such rights and privileges;
     (d)  in the case of debt securities, such securities are valid and binding
          obligations of the issuer or guarantor in accordance with their terms;
     (e)  the Applicants have legally acquired any securities or assets subject
          to the Merger Order, and;
     (f)  the consummation of the proposed transactions has not violated the
          legal rights of the holders of any securities issued by Emera, or by
          any associate company thereof.


<PAGE>


     I hereby consent to the filing of this opinion as an exhibit to the
application-declaration.

                                       Very truly yours,


                                       /s/
                                       ----------------------------------------
                                       Richard J. Smith
                                       Corporate Secretary and General Counsel
                                       Emera Inc.


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</DOCUMENT>
