Dated:  March 8, 2001.



Exhibit F.1


March 8, 2001

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

Re:   Northeast Utilities Application/Declaration on Form U-1
      File No. 70-9535

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
(NUSCO), a service company affiliate of Northeast Utilities (NU).  In
connection with the transactions contemplated by the Application/Declaration,
as amended, in the above referenced file (the Application), I have acted as
counsel to NU.  This opinion is given to you with respect to the issuance by
NU of $263 aggregate principal amount floating rate notes (the Notes) to
replace the initial debt authorized by the Commission to fund the acquisition
of the common stock of Yankee Energy System, Inc.  Except as otherwise
defined herein, terms used herein shall have the meanings given them in the
Application.

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 NU, 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 Commonwealth of
Massachusetts 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
Commonwealth of Massachusetts, and do not hold myself out as an expert in the
laws of such Commonwealth, although I have made a study of relevant laws of
such Commonwealth.  In expressing opinions about matters governed by the laws
of the Commonwealth of Massachusetts, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such Commonwealth.  I have
assumed that the transactions were carried out in conformity with the
requisite authorizations, approvals, consents or exemptions under the
securities laws of the various States and other jurisdictions of the United
States.

Based on and subject to the foregoing, I am of the opinion that:

1.  The issuance of the Notes was carried out in accordance with the terms
and conditions of and for the purposes represented by the Application.

2.  All state laws applicable to the issuance of the Notes have been complied
with.

3.  NU is validly organized and duly existing under the laws of the
Commonwealth of Massachusetts.

4.  The Notes are the valid and binding obligations of NU, enforceable in
accordance with their terms.

5.  The issuance of the Notes did not violate the legal rights of the holders
of any securities issued by NU or any associate company thereof.

I hereby consent to the use of this opinion in connection with the filing of
the certificate under Rule 24.

Very truly yours,


/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company