EXHIBIT F
August 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SEC File No. 70-9697
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 The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), and Public Service Company
of New Hampshire ("PSNH" and, together with CL&P and WMECO, each a "Utility"
and collectively the "Utilities"), subsidiaries of NU who are parties to the
Application/Declaration, as amended, on Form U-1 in File No. 70-9697 (the
"Application") in connection with the Utilities' filing on June 15, 2000 with
the Securities and Exchange Commission (the "Commission"). In the
Application, the Utilities seek the approval of the Commission for the
following proposed transactions that are described therein (the "Proposed
Transactions"): (a) the formation of several new subsidiaries, which are
expected to be limited liability companies (each a special purpose entity, or
"SPE"); (b) the acquisition by each Utility of the equity interests in one or
more SPEs; (c) the issuance by the SPEs of RRBs or other related debt
instruments and the sale of such RRBs or other instruments either to
investors or to a special purpose trust created by one or more agencies of
the relevant state; and (d) the entry by each of the Utilities into servicing
agreements and administration agreements with the SPEs. Capitalized terms
used herein and not otherwise defined are used as defined in the Application.
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, the Application and the exhibits thereto, originals or
copies certified to my satisfaction of such corporate records of the
Utilities, certificates of public officials and of officers of the Utilities,
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 State of
Connecticut, the Commonwealth of Massachusetts and the State of New Hampshire
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,
the bar of the Commonwealth of Massachusetts, or the bar of the State of New
Hampshire, and do not hold myself out as an expert in the laws of such States
and 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. 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 New Hampshire, 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 are carried out in
conformity with the Securities Act of 1933 and the Securities Exchange Act of
1934, each as amended, 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 Application (including,
without limitation, pursuant to Financing Orders issued by the applicable
state commissions), I am of the opinion that, when the Commission shall have
entered an order forthwith granting the Application:
(a) All State laws applicable to the to the Proposed Transactions will
have been complied with;
(b) Each SPE formed pursuant to the Proposed Transactions will be
validly organized and duly existing;
(c) Any RRBs or SPE Debt Securities issued by any SPE as contemplated
in the Application will be valid and binding obligations of such
SPE in accordance with their terms;
(d) Each SPE formed pursuant to the Proposed Transactions will legally
acquire RRB Property from a Utility;
(e) Each Utility that forms an SPE pursuant to the Proposed
Transactions will legally acquire the equity interests in such SPE;
and
(f) The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any of the securities issued by the
Utilities or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Application 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
JCM Opinion.doc Original Filename:
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JCM Opinion.doc Original Filename:
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