EXHIBIT F


July 7, 2004

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

Re:  Northeast Utilities

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 to NU
in connection with the transactions contemplated by the
Application/Declaration to which this opinion is an exhibit
(the "Application"). 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, 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 NU 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 Commonwealth of
Massachusetts; (c) insofar as any opinion relates to the
Declaration of Trust of NU, I have assumed that the
Declaration of Trust 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.   NU is validly organized and duly existing under the
          laws of Massachusetts and any Guarantees issued by NU
          pursuant to the authorization sought in the Application will
          be the valid and binding obligation of NU.

     3.   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 NU or any associate company of NU.

     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