Exhibit F

November 18, 2002

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

Re:  Northeast Utilities
     SEC File Number 70-10051

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 NU in connection with
Form U-1 in File No. 70-10051 ("Declaration").  In the Declaration,
NU sought the approval of the Commission for the proposed transactions
described therein.  Specifically, NU sought Commission approval (i) to
issue from time to time unsecured long-term debt securities in an
aggregate amount at any time outstanding not to exceed $600 million;
and (ii) to enter into hedging transactions  with respect to existing
indebtedness of NU and of its Nonutility Companies (as defined in the
Declaration) and to enter into hedging transactions with respect to
future expected debt issuances of NU and of its Nonutility Companies
(collectively, the "Proposed Transactions").

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. 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.

Based upon and subject to the foregoing, and assuming that
the Proposed Transactions are carried out in accordance with the
Declaration, I am of the opinion that, when the Commission shall have
entered an order forthwith granting the Declaration:

(a)  all State laws applicable to the Proposed Transactions
will have been complied with;

(b)  NU is validly organized and existing under the laws of
its state of organization;

(c)  the Long-term Debt and Hedges will be valid and binding
obligation of NU in accordance with their respective terms;
and

(d)  the consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities issued by NU
or any associate
company thereof.

I hereby consent to the filing of this opinion as an exhibit
to the Declaration 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