November 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Northeast Utilities et al.
Post-Effective Amendment No. 19
File No. 70-8875
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Yankee Gas Services Company
("Yankee Gas"), an indirect subsidiary of Northeast Utilities, a holding
company registered under the Public Utility Holding Company Act of 1935, as
amended. 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 Yankee Gas in its negotiation and
execution of a Fourth Amendment to Credit Agreement (the "Credit Agreement").
This opinion is given to you with respect to the transactions described in
Amendment No. 21 (Post-Effective Amendment No. 19) (the "Amendment") 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 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 Yankee Gas, certificates of public officials and of officers of
Yankee Gas, 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 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, and do not hold myself out as an expert in the laws of such
State , although I have made a study of relevant laws of such State. 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 transactions were carried out in conformity with the
requisite authorizations, approvals, consents or exemptions under the
securities laws of the various States and other jurisdictions of the United
States.
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 was sought in the Amendment have been complied with.
2. Yankee Gas is validly organized and duly existing under the laws of the
State of Connecticut.
3. Any notes or other debt issued to the banks pursuant to the Credit
Agreement by Yankee Gas were, and any debt issued through the NU System Money
Pool by the Yankee Subsidiaries will be all issued in accordance with the
authorization sought in the Amendment, and are the valid and binding
obligations of such company in accordance with their respective terms.
4. Debt securities acquired through the NU System Money Pool by the Yankee
Subsidiaries pursuant to the authorization sought in the Amendment will be
legally acquired.
5. The consummation of the transactions for which the Commission's approval
is sought in the Amendment 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 Certificate.
Very truly yours,
/S/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
