EXHIBIT F
November 29, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities et al.
File No. 70-9755
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service
Company("NUSCO"), a service company affiliate of Northeast Utilities ("NU").
In connection with the transactions contemplated by the
Application/Declaration, as amended, in the above referenced file (the
"Application"), I have acted as counsel to NU, The Connecticut Light and
Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO"),
Holyoke Water Power Company ("HWP"), Public Service Company of New Hampshire
("PSNH"), North Atlantic Energy Corporation ("NAEC") Yankee Energy System,
Inc. ("YES") and Yankee Gas Services Company ("Yankee Gas") and the other
applicants described therein (collectively, the "Applicants"). This opinion
is given to you with respect to the transactions described in the Application
pursuant to your Instructions as to Exhibits to applications and declarations
filed on Form U-1. Except as otherwise defined herein, terms used herein
shall have the meanings given them in the Application.
In connection with this opinion, I have reviewed or caused to be
reviewed the Application, and the exhibits thereto, the Applicants' charter
documents, as amended to the date of this opinion, the proceedings of their
shareholders and boards of directors to date and such other papers, documents
and records, and have made or caused to be made such examination of law, as I
have deemed relevant and necessary in order to give this opinion. I have
assumed that in respect of the Application an appropriate order of the
Commission under the Public Utility Holding Company Act of 1935 will be
issued and all actions of the Applicants will be in conformity therewith.
The opinions set forth herein are qualified in their entirety as
follows: (a) every opinion rendered herein is expressly subject to the
consummation of such transactions in accordance with the Application; (b) no
opinion is expressed as to any laws other than the federal laws of the United
States and the laws of the States of Connecticut and New Hampshire and of the
Commonwealth of Massachusetts; (c) insofar as any opinion relates to the
Declaration of Trust of NU or the Certificate of Incorporation or Bylaws of
any other Applicant, I have assumed that the Declaration of Trust and that
Certificate and those Bylaws will not be amended between now and the time the
transactions contemplated by the Application are consummated; and (d) no
opinion is expressed as to the securities laws of any state.
Based on and subject to the foregoing, I am of the opinion that:
1. All state laws applicable to each of the transactions for which the
Commission's approval is sought in the Application will have been
complied with at the time each transaction is consummated.
2. Each of the Applicants are validly organized and duly existing under
the laws of their respective state of organization and any debt
securities issued by any such Applicant pursuant to the authorization
sought in the Application will be the valid and binding obligations
of such company.
3. Debt securities acquired by the Applicants through the NU System
Money Pool pursuant to the authorization sought in the Application
will be legally acquired.
4. The consummation of the transactions for which the Commission's
approval is sought in the Application will not violate the legal
rights of the holders of any securities issued by any of the
Applicants or any associate company of such Applicants.
I hereby consent to the use of this opinion in connection with the
filing of the Application.
I am a member of the Bar of the State of New York. As to matters
involving the laws of other jurisdictions, I have made a study of such
laws and consulted with lawyers employed by NUSCO who are admitted to
the Bars of such other jurisdictions.
Very truly yours,
/S/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
