October 6, 2004


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

     Re:  Northeast Utilities
          File No. 70-8080

Gentlemen:

     I am Senior Counsel of Northeast Utilities Service
Company (NUSCO), a service company subsidiary of Northeast
Utilities (NU), a registered holding company, and in that
capacity I have acted as counsel to NU and NUSCO (collectively,
the Applicants) in connection with their application/declaration,
as amended (the Application) in File No.70-8080 for authority for
NUSCO, acting on behalf of NU, to issue to non-employee trustees
of NU up to 50,000  Common Shares, $5.00 par value, of NU to be
acquired on the open market from time to time as part of their
compensation as trustees (the Transactions).  I am furnishing this
opinion in connection with the Certificate of Consummation
pursuant to Rule 24 in this file.

     I have examined, or caused to be examined by counsel associated
with me, the Application, NU's Declaration of Trust, as amended and
NUSCO's charter, the minutes of meetings of the shareholders and Board
of Trustees of NU and the Board of Directors of NUSCO, and such other
records and documents, and have examined such other issues of fact and
law, as I have deemed necessary in order to enable me to
render this opinion.

     I am a member of the bars of the Commonwealth of Massachusetts
and the State of Connecticut.  This opinion is limited to matters of
Massachusetts, Connecticut, and federal law.  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 following
opinion:

     1.    All state laws applicable to the Transactions were
           complied with;

     2.    The NU Common Shares used as compensation for the
           non-employee trustees of NU in accordance with the
           terms of the Application were at the time of such use
           validly issued, fully paid and non-assessable, and the
           holders thereof were entitled to the rights and
           privileges appertaining thereto set forth in the
           Declaration of Trust;

     3.    NUSCO, acting on behalf of NU, legally acquired
           the NU Common Shares in the open market as described in
           the Application; and

     4.    The consummation of the Transactions did not
           violate the legal rights of the holders of any
           securities issued by the Applicants or any associate
           company thereof.


                                        Very truly yours,


                                        /s/ Richard M. Early