November 19, 2001

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

Re:  North Atlantic Energy Corporation
     File No. 70-9975

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities
Service Company ("NUSCO"), a service company affiliate of North
Atlantic Energy Corporation ("NAEC" or the "Applicant). In
connection with the transactions contemplated by the
Application/Declaration in the above referenced file
(the "Application"), I have acted as counsel to NAEC. This opinion
is given to you with respect to the transactions described in the
Application pursuant to your Instructions as to Exhibits to
applications and declarations filed on Form U-1.  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 the Applicant,
certificates of public officials and of officers of the Applicant,
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 such State, although I have
made a study of relevant laws of such State.  In expressing opinions
about matters governed by the laws of the State of New Hampshire,
I have consulted with counsel who are employed by NUSCO and
are members of the bar of such State.

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 State of New Hampshire other
jurisdictions of the United States.

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

1.  All state laws applicable to the transaction for which
the Commission's approval was sought in the Application have
been complied with.

2.   NAEC is validly organized and duly existing under the
laws of the state of New Hampshire.

3.   Any notes issued to the banks pursuant to the Term
Credit Agreement by NAEC were all issued in accordance with
the authorization sought in the Application, and are the
valid and binding obligations of the Applicant in accordance
with their respective terms.

4.  The consummation of the transactions for which the
Commission's approval is sought in the Application will not
violate the legal rights of the holders of any securities issued
by the Applicant or any associate company of such Applicant.

I hereby consent to the use of this opinion in connection
with the filing of the Application.


Very truly yours,


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