1



                                                                       Exhibit 5


                             Day, Berry & Howard LLP
                                   CityPlace I
                             Hartford, CT 06103-3499


                                February 7, 2001


Northeast Utilities
174 Brush Hill Avenue
West Springfield, MA  01089

         RE:      Northeast Utilities
                  Senior Notes

Ladies and Gentlemen:

         We are acting as counsel for Northeast Utilities, a voluntary
association organized under the laws of Massachusetts (the "Company"), in
connection with the proposed public offering from time to time of up
$600,000,000 aggregate principal amount of the Company's Senior Notes (the
"Senior Notes"), to be issued in one or more series pursuant to a Senior Note
Indenture (the "Senior Note Indenture"), proposed to be entered into between the
Company and The Bank of New York, as amended by one or more Supplemental
Indentures to be entered into in connection with the creation and issuance of
each series of Senior Notes (each, a "Supplemental Indenture"). In connection
with the proposed offering, the Company proposes to file a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission for the purpose of registering the Senior Notes under the
Securities Act of 1933, as amended, for sale pursuant to one or more
underwriting or similar agreements (each, an "Underwriting Agreement").

         We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other documents
as we have deemed necessary as a basis for the opinions hereinafter expressed.
In our examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon certifications by officers of the
Company and other appropriate persons and statements contained in the
Registration Statement.

         Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that when (i) the Senior Note Indenture
is duly authorized, executed and delivered, (ii) all applicable approvals have
been received by the Company under the Public Utility Holding Company Act of
1935, as amended, (iii) the Senior Note Indenture is duly qualified under the
Trust Indenture Act of 1939, as amended, (iv) the Supplemental Indenture with
respect to a series of Senior Notes has been duly authorized, executed and

   2

delivered, and (v) the Senior Notes of such series have been duly authorized,
executed, authenticated and issued in accordance with the terms of the Senior
Note Indenture and the applicable Supplemental Indenture and delivered against
payment therefor in accordance with the terms of the applicable Underwriting
Agreement, the Senior Notes of such series will constitute legal, valid and
binding obligations of the Company, entitled to the benefits of, and subject to
the provisions of, the Senior Note Indenture and the applicable Supplemental
Indenture, except (a) as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general applicability
affecting the enforcement of creditors' rights, and (b) that such enforceability
may be limited by the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including without
limitation (i) the possible unavailability of specific performance, injunctive
relief or any other equitable remedies and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.

         We do not express any opinion as to matters governed by any laws other
than the laws of The Commonwealth of Massachusetts, the State of New York and
the Federal laws of the United States of America.

         We hereby consent to the reference to us under the heading "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.


                                                     Very truly yours,

                                                     /s/ Day, Berry & Howard LLP
                                                     ---------------------------

                                                     DAY, BERRY & HOWARD LLP





                                      -2-