Exhibit F-1

                 Opinion of Counsel to Northeast Utilities as to
           Matters Required by Instruction F-1 to Exhibits to Form U-1

                              Northeast Utilities
                              Berlin, Connecticut

                                                  June 25, 2002


Securities and Exchange Commission
Washington, DC 20549

     Re:  Vermont Yankee Nuclear Power Corporation
          File No. 70-10033

Ladies and Gentlemen:

     This opinion is furnished to you in connection with the filing with you of
the Application/Declaration on Form U-1 (the "Declaration") of Northeast
Utilities, The Connecticut Light and Power Company, Western Massachusetts
Electric Company and Public Service Company of New Hampshire (collectively, the
"Companies") under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), relating to the proposed sale (the "Transaction") of the assets
constituting the Vermont Yankee Nuclear Power Plant by Vermont Yankee Nuclear
Power Corporation ("VYNPC") to Entergy Nuclear Vermont Yankee, LLC ("ENVY").

     I have acted as counsel to the Companies in connection with the
Transaction. For purposes of this opinion, I or attorneys working under my
supervision have reviewed the Companies' charter documents and minutes,
originals or copies of the Purchase and Sale Agreement dated as of August 15,
2001 between VYNPC and ENVY and the other documents referred to therein relating
to the Transaction (collectively, the "Transaction Documents"), and such other
materials as I deemed necessary to this opinion.

     Based on the foregoing, I am of the opinion that, when the Commission has
taken the action requested in the Declaration and when the Transaction has been
consummated in accordance with the Transaction Documents, all as described in
the Declaration:

     1. All State laws applicable to the Companies' participation in the
     Transaction will have been complied with.

     2. The consummation of the Transaction by the Companies will not violate
     the legal rights of the holders of any securities issued by any of the
     Companies or any associate company (as defined in the Act) thereof.


                                      F-1-1


     I hereby consent to the use of this opinion in connection with the
Declaration.


                                             Very truly yours,


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

                                      F-1-2



      Opinion of Counsel to Vermont Yankee Nuclear Power Corporation as to
           Matters Required by Instruction F-1 to Exhibits to Form U-1


                            Downs Rachlin Martin PLLC
                         90 Prospect Street, P.O. Box 99
                        St. Johnsbury, Vermont 05819-0099

                                                   June 25, 2002


Securities and Exchange Commission
Washington, DC  20549

Re:  Vermont Yankee Nuclear Power Corporation
     File No. 70-10033

Ladies and Gentlemen:

This opinion is furnished to you in connection with the filing with you of the
Application/Declaration on Form U-1 (the "Declaration") of Vermont Yankee
Nuclear Power Corporation (the "Company") under the Public Utility Holding
Company Act of 1935, as amended, relating to the proposed sale (the
"Transaction") of the assets constituting the Vermont Yankee Nuclear Power Plant
by the Company to Entergy Nuclear Vermont Yankee, LLC ("ENVY").

The Company is a corporation formed under the laws of the State of Vermont (the
"State"). We have acted as special counsel to the Company in connection with the
Transaction. For purposes of this opinion, we have reviewed the Company's
articles of association, bylaws, records of security holders, and the minutes of
the meetings of the Board of Directors of the Company, originals or copies of
the executed Purchase and Sale Agreement dated as of August 15, 2001 between the
Company and ENVY and the other documents referred to therein relating to the
Transaction (collectively, the "Transaction Documents"), and such other
materials as we deemed necessary to this opinion.

Based on the foregoing, we are of the opinion that, when the Commission has
taken the action requested in the Declaration and when the Transaction has been
consummated in accordance with the Transaction Documents, all as described in
the Declaration:

     1.   All State laws applicable to the Company's participation in the
Transaction will have been complied with.

     2.   The consummation of the Transaction by the Company will not violate
the legal rights of the holders of any securities issued by the Company. The
opinions expressed herein are made as of the date of this opinion and limited to
the laws of the State of Vermont in effect on the date of this opinion. We
disclaim any responsibility to notify you of changes of law or facts affecting
the opinions expressed herein that occur or


                                      F-1-3



come to our attention after the date of this opinion. We express no opinion as
to the laws of any other jurisdiction.

We hereby consent to use of this opinion solely in connection with the
Declaration and your determination thereof, and by no other or for any other
purpose without our prior written consent.

Very truly yours,

/s/ Downs Rachlin Martin PLLC

Downs Rachlin Martin PLLC


                                      F-1-4