Exhibit F

March 17, 2004

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

Re:       Northeast Utilities
          SEC File Number 70-10163

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities
Service Company ("NUSCO"), a service company affiliate of Northeast
Utilities ("NU").  I have acted as counsel for NU and its wholly-owned
direct and indirect subsidiary, The Connecticut Light and Power Company
("CL&P") in connection with the Application/Declaration on Form U-1
in File No. 70-10163 ("Declaration").  In the Declaration, CL&P
seeks the authorization of the Commission for certain transactions
proposed therein concerning the solicitation of proxies of preferred
shareholders and continuation of a waiver provided by the preferred
shareholders on the incurrance of unsecured debt (the "Proposed
Transactions").

In connection with this opinion, I have examined or caused to be
examined by counsel associated with or engaged by me, including
counsel who are employed by NUSCO, originals or copies certified
to my satisfaction of such corporate records of CL&P, certificates
of public officials and of officers of NU, and agreements, instruments
and other documents, as I have deemed necessary as a basis for the
opinions expressed below.  In my examination of such agreements,
instruments and documents, I have assumed the genuineness of all
signatures, the authenticity of all agreements, instruments and
documents submitted to me as originals, and the conformity to
original agreements, instruments and documents of all agreements,
instruments and documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of
such copies.

The opinions set forth herein are limited to the laws of the State of
Connecticut and the federal laws of the United States.  I am a member
of the bar of the State of New York. I am not a member of the bar of the
state of Connecticut and do not hold  myself out as an expert in the
laws of such State.  In expressing opinions about matters governed by
the laws of such State, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such State.

Based upon and subject to the foregoing, and assuming that
the Proposed Transactions are carried out in accordance with
the Declaration, I am of the opinion that, when the
Commission shall have entered an order forthwith granting
the Declaration:

(a)  all State laws applicable to the Proposed  Transaction will have
     been complied with;

(b)  the consummation of the Proposed Transactions will not violate the
     legal rights of the holders of any securities issued by CL&P or
     any associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the
Declaration and in any proceedings before the Commission that may be
held in connection therewith.

Very truly yours,



/s/ Jeffrey C. Miller
Assistant General Counsel