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. 13
File No. 70-8875
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") and North Atlantic
Energy Corporation("NAEC") and the other applicants described therein
(collectively, the "Applicants"). This opinion is given to you with respect
to the transactions described in Amendment No. 15 (Post-Effective Amendment
No. 13) (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 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 or the State of
Connecticut, and do not hold myself out as an expert in the laws of such
Commonwealth or State, although I have made a study of relevant laws of such
Commonwealth and such State. In expressing opinions about matters governed
by the laws of the Commonwealth of Massachusetts or the State of Connecticut,
I have consulted with counsel who are employed by NUSCO and are members of
the bar of such Commonwealth and 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. NU and WMECO are each validly organized and duly existing under the laws
of the Commonwealth of Massachusetts; CL&P is validly organized and duly
existing under the laws of the State of Connecticut.
3. Any notes issued to the banks pursuant to the Credit Agreements by NU and
by WMECO and CL&P, were all issued in accordance with the authorization
sought in the Amendment, and are the valid and binding obligations of such
Applicants in accordance with their respective terms.
4. 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 Application.
Very truly yours,
/S/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
