EXHIBIT F.3

April 2, 2004

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 Post-Effective Amendment
No. 5 (Amendment No.8) to 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"), Northeast
Utilities Service Company ("NUSCO") Public Service Company
of New Hampshire ("PSNH"), North Atlantic Energy Corporation
("NAEC") Yankee Energy System, Inc. ("YES") and Yankee Gas
Services Company ("Yankee Gas") and the other applicants
described therein (collectively, the "Applicants").  This
opinion is given to you with respect to the transactions
described in 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 reviewed or
caused to be reviewed the Application, and the exhibits
thereto, the Applicants' charter documents, as amended to
the date of this opinion, the proceedings of their
shareholders and boards of directors to date and such other
papers, documents and records, and have made or caused to be
made such examination of law, as I have deemed relevant and
necessary in order to give this opinion.  I have assumed
that in respect of the Application an appropriate order of
the Commission under the Public Utility Holding Company Act
of 1935 will be issued and all actions of the Applicants
will be in conformity therewith.

     The opinions set forth herein are qualified in their
entirety as follows: (a) every opinion rendered herein is
expressly subject to the consummation of such transactions
in accordance with the Application; (b) no opinion is
expressed as to any laws other than the federal laws of the
United States and the laws of the States of Connecticut and
New Hampshire and of the Commonwealth of Massachusetts; (c)
insofar as any opinion relates to the Declaration of Trust
of NU or the Certificate of Incorporation or Bylaws of any
other Applicant, I have assumed that the Declaration of
Trust and that Certificate and those Bylaws will not be
amended between now and the time the transactions
contemplated by the Application are consummated; and (d) no
opinion is expressed as to the securities laws of any state.

     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 is sought in the
         Application will have been complied with at the time each
         transaction is consummated.

     2.  Each of the Applicants are validly organized and duly
         existing under the laws of their respective state of
         organization and any debt securities issued by any such
         Applicant pursuant to the authorization sought in the
         Application will be the valid and binding obligation of such
         company.

     3.  Debt securities acquired by the Applicants through the
         NU System Money Pool pursuant to the authorization sought in
         the Application will be legally acquired.

     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.

          I am a member of the Bar of the State of New York.
As to matters involving the laws of other jurisdictions, I have made a
study of such laws and consulted with lawyers employed by NUSCO who are
admitted to the Bars of such other jurisdictions.


                         Very truly yours,

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