Exhibit F-2

January 9, 2004


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

Re: Northeast Nuclear Energy Company Application/Declaration on Form U-1
    File No. 70-10112

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
(NUSCO), a service company affiliate of Northeast Nuclear Energy
Company (the "Applicant").  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 the
Applicant.  This opinion is given to you with respect to the repurchase
of common shares by the Applicant from Northeast Utilities ("NU") out
of capital or unearned surplus.  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 necessary as a basis for the
opinions expressed below.  In my examination 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, 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 Connecticut, 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 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 the repurchase of shares of
     common stock by the Applicant from NU out of capital or
     unearned surplus have been complied with.

2.   The Applicant is validly organized and duly existing under the
     laws of the State of Connecticut.

3.   The Applicant has legally reacquired the shares of its
     common stock from NU.

4.   The repurchase of shares from NU by the Applicant out of
     capital or unearned surplus did not violate the legal rights
     of the holders of any securities issued by the Applicant or
     any associate company thereof.

I hereby consent to the use of this opinion in connection with
the filing of the certificate under Rule 24.

Very truly yours,


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