EXHIBIT F

                     Opinion of Counsel





January 14, 2003

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

Re:       Northeast Utilities
      SEC File Number 70-

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities
Service Company ("NUSCO"), a service company affiliate of Northeast
Utilities ("NU") and its wholly-owned subsidiary Northeast Nuclear
Energy Company ("NNECO"). I have acted as counsel for NU and NNECO
(collectively, the "Applicants") in connection with the
Application/Declaration on Form U-1 (the "Declaration").  In the
Declaration, the Applicants are seeking the approval of
the Commission for the payment of dividends to, and/or the
repurchase of stock from, NU out of capital or unearned surplus by
NNECO (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 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
State of Connecticut 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 Connecticut, and do
not  hold myself out as an expert in the laws of such State.  In
expressing opinions about matters governed by the laws of
the State of Connecticut, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such State.

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)  each of the Applicants is validly organized and
existing under the laws of its state of organization;

(c)  NNECO will legally acquire the shares of its stock, if
any, repurchased from NU; 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
Assistant General Counsel