May 7, 2001


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

     Re:  SEC File No. 70-9697

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 The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), and Public Service Company
of New Hampshire ("PSNH" and, together with CL&P and WMECO, each a "Utility"
and collectively the "Utilities"), subsidiaries of NU who are parties to the
Application/Declaration, as amended, on Form U-1 in File No. 70-9697 (the
"Application") in connection with the Utilities' filing on June 15, 2000 with
the Securities and Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "Act").  In the
Application, the Utilities sought the approval of the Commission for the
following proposed transactions that were described therein:  (a) the
formation of several new subsidiaries, which are expected to be limited
liability companies (each a special purpose entity, or "SPE"); (b) the
acquisition by each Utility of the equity interests in one or more SPEs; (c)
the issuance by the SPEs of RRBs or other related debt instruments and the
sale of such RRBs or other instruments either to investors or to a special
purpose trust created by one or more agencies of the relevant state; and (d)
the entry by each of the Utilities into servicing agreements and
administration agreements with the SPEs.  Capitalized terms used herein and
not otherwise defined are used as defined in the Application.

     On or before April 25, 2001, certain of the transactions, as proposed in
the Application and authorized by order of the Commission in HCAR No. 27319
(December 26, 2000) (the "Order"), were carried out (the "Consummated
Transactions").  Specifically, (a) PSNH formed PSNH Funding LLC, which is a
new special purpose entity, limited liability company subsidiary; (b) PSNH
acquired the equity interest in PSNH Funding LLC; (c) in a transaction using
the One Security Format, PSNH Funding LLC issued RRBs, which in turn were
sold to investors; and (d) PSNH entered into a servicing agreement and an
administration agreement with PSNH Funding LLC.

     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, the Application and the exhibits thereto, originals or
copies certified to my satisfaction of such corporate records of PSNH,
certificates of public officials and of officers of PSNH, 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
New Hampshire 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 New Hampshire, and do not hold myself out as an expert in the laws of New
Hampshire.  In expressing opinions about matters governed by the laws of the
State of New Hampshire, I have consulted with counsel engaged by me and with
counsel who are employed by NUSCO and are members of the bar of such State.

     I have assumed that the Consummated Transactions were carried out in
conformity with the Securities Act of 1933 and the Securities Exchange Act of
1934, each as amended, and the requisite authorizations, approvals, consents
or exemptions under the securities laws of the various States and other
jurisdictions of the United States.

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

     (a)  All State laws applicable to the Consummated Transactions were
          complied with;

     (b)  PSNH Funding LLC was validly organized and duly existing;

     (c)  The RRBs issued by PSNH Funding LLC as contemplated in the
          Application and authorized by the Order were valid and binding
          obligations of PSNH Funding LLC in accordance with their terms;

     (d)  PSNH Funding LLC legally acquired RRB Property from PSNH;

     (e)  PSNH legally acquired the equity interests in PSNH Funding LLC; and

     (f)  The consummation of the Consummated Transactions did not violate
          the legal rights of the holders of any of the securities issued by
          PSNH or any associate company thereof.

     I hereby consent to the filing of this opinion as an exhibit to the
certificate filed pursuant to Rule 24 under the Act and in any proceedings
before the Commission that may be held in connection therewith.

Very truly yours,



/S/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel