Exhibit F.3

September 30, 2004

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

Re:  File No. 70-9343, Rule 24 Certificate of Consummation

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities
Service Company  ("NUSCO"), the service company subsidiary of
Northeast Utilities ("NU"), and  I am furnishing this opinion as
Exhibit F.3 to the Certificate of Consummation pursuant to Rule
24 in this file with  respect to the issuance by NU or its
subsidiary, NU Enterprises, Inc., of guarantees and other forms
of credit support for the benefit of their nonutility
subsidiaries.

     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, such papers,
documents, and records, and have made  such examination of law
and have satisfied myself as to such other matters as  I have
deemed relevant or necessary for the purpose of this opinion.  I
have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity
of natural persons, and the conformity to originals of all
documents submitted to me as copies.

     The opinions set forth herein are limited to the laws of the
State of Connecticut and the Commonwealth of Massachusetts 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 or the bar of the  Commonwealth of
Massachusetts, and do not hold myself out as an expert in the
laws of such jurisdictions, although I have made a study of
relevant laws of  such jurisdictions.  In expressing opinions
about matters governed by the laws of the State of Connecticut
and the Commonwealth of Massachusetts, I have consulted with
counsel who are employed by NUSCO and are members of the bars of
such jurisdictions.  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.

     The opinions set forth in paragraph (b) below are
subject to the effect of bankruptcy, insolvency, moratorium and
other similar laws  affecting creditors' rights generally and
general principles of equity.

     Based upon and subject to the foregoing, I am of the
opinion that:

     (a)  all Massachusetts and Connecticut laws applicable
          to the transactions proposed in the Amendment were been
          complied with;

     (b)  all NU or NUEI guarantees issued are valid and
          binding obligations of NU or NUEI, respectively;

     (c)  the consummation of the transactions proposed in
          the Amendment by NU and NUEI did not violate the legal
          rights of the holders of any  securities issued by NU
          or NUEI or any associate company thereof.

Very truly yours,



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