Exhibit F-3

November 14, 2003

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

Re:  Northeast Utilities et al.
     File No. 70-9755

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"), and described in the Certificate Pursuant to
Rule 24 dated November 14, 2003 ("Rule 24 Certificate"), I have acted
as counsel to NU, The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), Public Service
Company of New Hampshire ("PSNH"), and Yankee Gas Services Company
("Yankee") and the other applicants described therein (collectively,
the "Applicants").  This opinion is given to you with respect to the
transactions described in the Rule 24 Certificate 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 Commonwealth and 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.


Very truly yours,

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