Exhibit F.1
June 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Northeast Utilities, et al.
SEC File Number 70-9657
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 for NU, its wholly-owned subsidiary, Yankee Energy System,
Inc. ("YES") and certain wholly-owned subsidiaries of YES, Yankee Gas
Services Company ("Yankee Gas"), NorConn Properties, Inc., Yankee Energy
Financial Services, Inc., R. M. Services, Inc. and Yankee Energy Services
Company (the "Subsidiaries" and collectively with NU and YES, the
"Applicants") in connection with the Form U-1 Application/Declaration
("Declaration"), as amended, (File No. 70-9657) filed with the Securities and
Exchange Commission ("Commission") with respect to the proposed transactions
described therein ("Proposed Transactions"). The authorization requested in
the Application/Declaration relates to (i) the payment of dividends out of
capital and unearned surplus by YES and its public utility subsidiary, Yankee
Gas, (ii) the computation of the earnings for the purpose of computing
dividends of Yankee Gas subsequent to the Merger without regard to the
amortization of the Merger Goodwill (as described therein), (iii) the payment
of dividends out of capital and unearned surplus by YES' nonutility
subsidiaries, and (iv) the repurchase of stock by YES and its subsidiaries
from their respective shareholders.
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, originals or copies certified to my satisfaction of
such corporate records of the Applicants, certificates of public officials
and of officers of the Applicants, and agreements, instruments and other
documents, as I have deemed necessary as a basis for the opinions expressed
below. In my examination of such agreements, instruments and documents, I
have assumed the genuineness of all signatures, the authenticity of all
agreements, instruments and documents submitted to me as originals, and the
conformity to original agreements, instruments and documents of all
agreements, instruments and documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the originals of such copies.
The opinions set forth herein are limited to the laws of the
Commonwealth of Massachusetts, the State of Connecticut 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 Commonwealth of Massachusetts nor of the
bar of the State of Connecticut, and do not hold myself out as an expert in
the laws of such Commonwealth and State, although I have made a study of
relevant laws of such Commonwealth and State. In expressing opinions about
matters governed by the laws of the Commonwealth of Massachusetts, I have
consulted with counsel who are employed by NUSCO and are members of the bar
of such Commonwealth. In expressing opinions about matters governed by the
laws of the State of Connecticut, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such State.
I have assumed that the Proposed Transactions will be carried out in
conformity with the Securities Act of 1933, the Securities Exchange Act of
1934 and the requisite authorizations, approvals, consents or exemptions
under the securities laws of the various States and other jurisdictions of
the United States.
Based upon and subject to the foregoing, and assuming that the Proposed
Transactions are carried out in accordance with the Declaration, I am of the
opinion that, when the Commission shall have entered an order forthwith
granting the Declaration:
(a) all State laws applicable to the Proposed Transactions will have been
complied with;
(b) each of the Applicants is validly organized and existing under the laws
of its respective state of organization;
(c) YES and the Subsidiaries will legally acquire the shares of their
respective common stock being repurchased from their respective shareholder;
and
(d) the consummation of the Proposed Transactions will not violate the legal
rights of the holders of any securities issued by NU or any associate company
thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Declaration and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
