Exhibit F


                                 Richard M. Early, Esq.
                                  107 Selden Street
                              Berlin, Connecticut 06037

April 24, 2001


Securities and Exchange Commission
Washington, D.C. 20549

Re:   Application/Declaration on Form U-1 of Northeast Utilities et al.
      (Filed with respect to the application/declaration to which this opinion
      is an Exhibit)

Ladies and Gentlemen:

     I am familiar with the application/declaration on Form U-1
referred to above relating to the Northeast Utilities Employee
Share Purchase Plan ("the Plan"), (ii) the solicitation of
proxies from the common shareholders of Northeast Utilities (the
"Company") in connection with the Plan, and (iii) the proposed
issuance of the Company's common shares, $5.00 par value ("common
shares") and other securities in accordance with the terms of the
Plan, and I am familiar with the proceedings relating thereto.

     I am of the opinion that NU is validly organized and duly
existing as a voluntary association under the laws of the
Commonwealth of Massachusetts, and that, upon the issuance of
your order or orders permitting the application/declaration to
become effective, upon the adoption of an appropriate resolution
by the shareholders of the Company, upon compliance with the
Securities Act of 1933, as amended, and with such State
securities or "blue sky" laws as may be applicable, and upon the
proposed transactions being consummated in accordance with such
application/declaration and such order or orders and in
accordance with the Plans:

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

(b) the common shares, par value $5.00 per share, of the Company
proposed to be issued pursuant to the Plans will be fully paid
and nonassessable and the holders of such common shares will be
entitled to the rights and privileges appertaining thereto set
forth in the Declaration of Trust of the Company, as amended; and

(c) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued
by the Company or any associate company thereof.

     In giving the opinion as to valid organization and due
existence above, I have relied on Commissioner of Corporations
and Taxation v. City of Springfield, 321 Mass. 31 (1947), in
which the Massachusetts Supreme Judicial Court, after discussing
the provisions of the Company's Declaration of Trust (then named
"Western Massachusetts Companies") at pages 39 and 40, made the
following statement:  "The indenture created a trust and not a
partnership."  Nothing has occurred since the date of that
decision which in my opinion affects the conclusiveness of that
statement.

     I hereby consent to the filing of this opinion as an exhibit
to the above-mentioned statement on Form U-1.

Very truly yours,



Richard M. Early