<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>ex99-2.txt
<DESCRIPTION>EXHIBIT F
<TEXT>
                                                                      EXHIBIT F
                                                                      ---------

                                  May 12, 2004


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

Re: Application on Form U-1 filed by Emera Inc.

Ladies and Gentlemen:

This opinion has been prepared in connection with the Application by Emera Inc.
("Emera") and certain of its subsidiary companies designated therein seeking
authorization to finance their businesses through June 30, 2007 and for other
purposes. Emera is a registered holding company under the Public Utility Holding
Company Act of 1935 ("Act"). As counsel for Emera, I deliver this opinion to you
for filing as Exhibit F to the Application. The financing and other transactions
proposed by Emera and the other applicants are described in detail in the
Application. Any terms used in this opinion have the same meanings assigned to
them in the Application.

I am authorized to practice law in the Province of Nova
Scotia, the place of incorporation of Emera. I am not a member of the bar of any
state of the United States, including states in which certain of Emera's
subsidiaries are organized and doing business, and I do not hold myself out as
an expert in the laws of such states. For purposes of this opinion, to the
extent necessary, I have relied on advice from counsel employed or retained by
Emera, including the firm LeBoeuf, Lamb, Greene & MacRae, L.L.P. with respect to
matters under the Act.

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

The opinions expressed below are subject to the following conditions: that the
Commission will duly enter an appropriate order permitting the Application to
become effective under the Act and the rules and regulations thereunder; and
that any securities issued in connection with transactions described in the
Application will be issued pursuant to valid and effective registration
statements, or their equivalents, under applicable provincial, federal and state
securities laws or will be exempt from registration under such laws and all
applicable disclosure requirements will be fully complied with in connection
with such transactions. This opinion speaks solely as of the date hereof and is

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based solely on facts, laws and regulations in existence on the date hereof. I
have assumed that no act or event, including but not limited to, changes in laws
or regulations and changes in, or new, facts, shall have occurred subsequent to
the date hereof which would necessitate a change in the opinions expressed
below.

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 provincial or state laws applicable to Emera or its subsidiaries in
connection with the proposed transactions will be complied with at the time
Emera or its subsidiaries undertake the transactions proposed in the
Application;

(b) Any securities issued in connection with transactions described in the
Application will be issued by companies that are validly organized and duly
existing and (i) in the case of stock, such securities will be validly issued,
fully paid and nonassessable, and the holders thereof will be entitled to the
rights and privileges appertaining thereto set forth in the charter or other
document defining such rights and privileges, and (ii) in the case of debt
securities, such securities will be valid and binding obligations of the issuer
or guarantor in accordance with their terms;

(c) Emera and its subsidiaries will legally acquire any securities proposed to
be acquired in the Application; and

(d) The consummation of the transactions proposed in the Application will not
violate the legal rights of the holders of any securities issued by Emera or its
subsidiaries.

This opinion is solely for your use in connection with your processing of the
above-referenced Application and may not be relied upon by you for any other
purpose and may not be relied upon by others for any purpose. I hereby consent
to the use of this opinion in connection with the above-referenced Application.

                                         Very truly yours,


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

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