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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950135-02-003560.txt : 20020807
<SEC-HEADER>0000950135-02-003560.hdr.sgml : 20020807
<ACCEPTANCE-DATETIME>20020807105120
ACCESSION NUMBER:		0000950135-02-003560
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20020807

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORTHEAST UTILITIES SYSTEM
		CENTRAL INDEX KEY:			0000072741
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				042147929
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10033
		FILM NUMBER:		02721285

	BUSINESS ADDRESS:	
		STREET 1:		174 BRUSH HILL AVE
		CITY:			WEST SPRINGFIELD
		STATE:			MA
		ZIP:			01090-0010
		BUSINESS PHONE:		4137855871

	MAIL ADDRESS:	
		STREET 1:		107 SELDON ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>b43884nue35vcert.txt
<DESCRIPTION>NORTHEAST UTILITIES
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



Application/Declaration                            CERTIFICATE PURSUANT TO RULE
of Northeast Utilities                             24 UNDER THE PUBLIC UTILITY
on Form U-1 File                                   HOLDING COMPANY ACT OF 1935
No. 70-10033



         Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities ("NU")
certifies that, as described in the Application/Declaration on Form U-1 in File
No. 70-10033 (the "Application"), which was allowed to become effective by order
of the Commission in Pubic Utility Holding Company Act Release No. 35-27555
(July 30, 2002) (the "Order"), on July 31, 2002 Vermont Yankee Nuclear Power
Corporation and Entergy Nuclear Vermont Yankee, LLC consummated the transaction
contemplated by the Purchase and Sale Agreement dated as of August 15, 2001. NU
further certifies that such transaction has been carried out in accordance with
the terms and conditions of and for the purposes represented by the Application
and the Order. Attached hereto as Exhibit F-2 are the "past tense" opinions of
counsel to NU and Vermont Yankee Nuclear Power Corporation.



<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned have duly caused this Certificate to be signed on their
behalf by the undersigned thereunto duly authorized.



                                     NORTHEAST UTILITIES

                                     By /s/ John B. Keane
                                        ----------------------------------------
                                        Name: John B. Keane
                                        Title: Vice President-Administration
                                               of Northeast Utilities Service
                                               Company, as Agent for Northeast
                                               Utilities


                                     VERMONT YANKEE NUCLEAR POWER CORPORATION

                                     By /s/ Bruce W. Wiggett
                                        ----------------------------------------
                                        Name: Bruce W. Wiggett
                                        Title: Senior Vice President of Finance
                                               and Administration


Dated: August 5, 2002


                                      -2-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.F-2
<SEQUENCE>3
<FILENAME>b43884nuexv99wfv2.txt
<DESCRIPTION>PAST TENSE OPINION OF COUNSEL
<TEXT>
<PAGE>

Exhibit F-2

              Past Tense Opinion of Counsel to Northeast Utilities

                               Northeast Utilities
                               Berlin, Connecticut



                                                              August 5, 2002


Securities and Exchange Commission
Washington, DC 20549

         Re:  Vermont Yankee Nuclear Power Corporation
              File No. 70-10033


Ladies and Gentlemen:

         This opinion is furnished to you in connection with the filing with you
of the Rule 24 Certificate (the "Certificate") of Northeast Utilities (the
"Company") under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), relating to the consummation of the sale (the "Transaction") of the
assets constituting the Vermont Yankee Nuclear Power Plant by Vermont Yankee
Nuclear Power Corporation ("VYNPC") to Entergy Nuclear Vermont Yankee, LLC
("ENVY"), all as described in the Application/Declaration of the Company on Form
U-1 (File No. 70-10033) (the "Application") and the order of the Commission
issued with respect thereto (Release No.35-27555) (the "Order").

         I have acted as counsel to the Company in connection with the
Transaction. For purposes of this opinion, I or attorneys working under my
supervision have reviewed the Application, the Order, the Company's charter
documents and minutes, originals or copies of the Purchase and Sale Agreement
dated as of August 15, 2001 between VYNPC and ENVY and the other documents
referred to therein relating to the Transaction (collectively, the "Transaction
Documents"), and such other materials as I deemed necessary to this opinion.

         Based on the foregoing, I am of the opinion that:

         1. All State laws applicable to the Company's participation in the
         Transaction have been complied with.

         2. The consummation of the Transaction by the Company was in accordance
         with the Application and did not violate the legal rights of the
         holders of any securities issued by the Company or any associate
         company (as defined in the Act) thereof.



                                     F-2-1

<PAGE>
         I hereby consent to the use of this opinion in connection with the
Certificate.



                                             Very truly yours,


                                             /s/ Jeffrey C. Miller
                                             -----------------------------------
                                             Jeffrey C. Miller
                                             Assistant General Counsel
                                             Northeast Utilities Service Company






                                     F-2-2
<PAGE>


    Past Tense Opinion of Counsel to Vermont Yankee Nuclear Power Corporation


                            Downs Rachlin Martin PLLC
                         90 Prospect Street, P.O. Box 99
                        St. Johnsbury, Vermont 05819-0099


                                                August 5, 2002


Securities and Exchange Commission
Washington, DC  20549

Re:   Vermont Yankee Nuclear Power Corporation
      File No. 70-10033


Ladies and Gentlemen:

         This opinion is furnished to you in connection with the filing with you
of the Rule 24 Certificate (the "Certificate") of Vermont Yankee Nuclear Power
Corporation (the "Company") under the Public Utility Holding Company Act of
1935, as amended, relating to the consummation of the sale (the "Transaction")
of the assets constituting the Vermont Yankee Nuclear Power Plant by the Company
to Entergy Nuclear Vermont Yankee, LLC ("ENVY"), all as described in the
Application/Declaration of the Company on Form U-1 (File No. 70-10033) (the
"Application") and the order of the Commission issued with respect thereto
(Release No. 35-27555) (the "Order").

         The Company is a corporation formed under the laws of the State of
Vermont (the "State"). We have acted as special counsel to the Company in
connection with the Transaction. For purposes of this opinion, we have reviewed
the Application, the Order, the Company's articles of association, bylaws,
records of security holders, and the minutes of the meetings of the Board of
Directors of the Company, originals or copies of the executed Purchase and Sale
Agreement dated as of August 15, 2001 between the Company and ENVY and the other
documents referred to therein relating to the Transaction (collectively, the
"Transaction Documents"), and such other materials as we deemed necessary to
this opinion.

         Based on the foregoing, we are of the opinion that:

         1.       All State laws applicable to the Company's participation in
the Transaction have been complied with.

         2.       The consummation of the Transaction by the Company was in
accordance with the Application and did not violate the legal rights of the
holders of any securities issued by the Company.



                                     F-2-3

<PAGE>
         The opinions expressed herein are made as of the date of this opinion
and limited to the laws of the State of Vermont in effect on the date of this
opinion. We disclaim any responsibility to notify you of changes of law or facts
affecting the opinions expressed herein that occur or come to our attention
after the date of this opinion. We express no opinion as to the laws of any
other jurisdiction.

         We hereby consent to use of this opinion solely in connection with the
Certificate, and by no other or for any other purpose without our prior written
consent.


                                                Very truly yours,

                                                /s/ Downs Rachlin Martin PLLC

                                                Downs Rachlin Martin PLLC







                                     F-2-4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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