EXHIBIT F




                                       June 28, 2004


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

Re:  File No. 70-9905
     Application/Declaration of The Connecticut Light and Power
     Company and CL&P Receivables Corporation Related to an
     Accounts Receivable Purchase and Sale Program

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), the service company subsidiary of Northeast Utilities
("NU"), and I am furnishing this opinion as Exhibit F to the
Application/Declaration, as amended, on Form U-1 (the "Declaration")
of The Connecticut Light and Power Company ("CL&P"), a subsidiary of NU,
to the Commission with respect to the extension of CL&P's accounts
receivable purchase and sale program, as more fully set forth in the
Declaration.

    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, such papers, documents, and records, and have
made such examination of law and have satisfied myself as to such other
matters as I have deemed relevant or necessary for the purpose of this
opinion.  I have assumed the authenticity of all documents submitted to
me as originals, the genuineness of all signatures, the legal capacity
of natural persons, and the conformity to originals of all documents
submitted to me as 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 jurisdiction, although
I have made a study of relevant laws of such jurisdiction.  In
expressing opinions about matters governed by the laws of the State
of Connecticut, I have consulted with counsel who are employed by
NUSCO and are members of the bars of such jurisdiction.

     The opinions set forth in paragraph (b) below are subject
to the effect of bankruptcy, insolvency, moratorium and other
similar laws affecting creditors rights generally and general
principles of equity.


June 28, 2004
Page Two


     Based upon and subject to the foregoing, and if the
proposed transactions contemplated by the Declaration are carried
out in accordance therewith, I am of the opinion that:

    (a)   all Connecticut laws applicable to the proposed
          transactions will have been complied with;

    (b)   (i) CRC will be validly organized and duly existing
          under the laws of the State of Connecticut, and
          (ii) insofar as any interests in receivables sold
          by CRC as part of such transactions are regulated
          as the issuance of securities, such securities will
          be valid and binding obligations of CRC in
          accordance with their terms; and

    (c)   the consummation of the proposed transactions by
          CL&P and CRC will not violate the legal rights of
          the holders of any securities issued by CL&P or CRC
          or any associate company thereof.


                                              Very truly yours,


                                              /s/ Jeffrey C. Miller
                                              Jeffrey C. Miller