November 26, 2001

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

Re:  Northeast Utilities et al.
     File No. 70-9775

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, The Connecticut
Light and Power Company ("CL&P"), Western
Massachusetts Electric Company ("WMECO"), Holyoke Water
Power Company ("HWP"), Public Service Company of New Hampshire ("PSNH")
and North Atlantic Energy Corporation ("NAEC") and the other applicants
described therein (collectively, the "Applicants").  This opinion is
given to you with respect to the transactions described in the
Application/Declaration (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 Applicants, certificates
of public officials and of officers of the Applicants, 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, the State of Connecticut, 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 Commonwealth of Massachusetts or
the States of Connecticut or New Hampshire, and do not hold myself out
as an expert in the laws of such Commonwealth or States,
although I have made a study of  relevant laws of such
Commonwealth and such States.  In expressing opinions about
matters  governed by the laws of the Commonwealth of Massachusetts or
the States of Connecticut and New Hampshire, I have consulted
with counsel who are employed by NUSCO and are members of
the bar of such Commonwealth and such States.

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

2.  NU and WMECO are each validly organized and duly existing under the
laws of the Commonwealth of Massachusetts; CL&P and Yankee are
validly organized and duly existing under the laws of the
State of Connecticut and PSNH is validly organized and duly
existing under the laws of New Hampshire.

3.  Any notes issued to the banks pursuant to the Credit
Agreements by NU and by CL&P, WMECO, PSNH and Yankee, were
all issued in accordance with the authorization sought in
the Application, and are the valid and binding obligations
of such Applicants 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 any of the
Applicants or any associate company of such Applicants.

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

Very truly yours,


Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company