<DOCUMENT>
<TYPE>EX-99.11 OPIN COUNSL
<SEQUENCE>5
<FILENAME>rule24exhf3112102.txt
<DESCRIPTION>POST-EFF. OPINION OF COUNSEL 112102
<TEXT>
Exhibit F-3

November 21, 2002

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"), and described in the Certificate Pursuant to
Rule 24 dated November 21, 2002 ("Rule 24 Certificate"), I have acted
as counsel to NU, The Connecticut Light and Power Company ("CL&P"),
Western Massachusetts Electric Company ("WMECO"), Public Service
Company of New Hampshire ("PSNH"), and Yankee Gas Services
Company ("Yankee") and the other applicants described
therein (collectively, the "Applicants").  This opinion is
given to you with respect to the transactions described in
the Rule 24 Certificate 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, 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 Commonwealth of Massachusetts or
the States of Connecticut or New Hampshire, and do not hold myself out
as an expert in the laws of such Commonwealth or States,  although I
have made a study of  relevant laws of such Commonwealth and such
States.  In expressing opinions about matters  governed by the laws
of the Commonwealth of Massachusetts or the States of Connecticut and
New Hampshire, I have consulted with counsel who are employed by NUSCO
and are members of the bar of such Commonwealth and such States.

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 Commonwealth and 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 Application 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 and Yankee are
validly organized and duly existing under the laws of the
State of Connecticut; and PSNH is validly organized and duly
existing under the laws of New Hampshire.

3.  Any notes issued to the banks pursuant to the Credit
Agreements by NU and by CL&P, WMECO, PSNH and Yankee, were
all issued in accordance with the authorization sought in
the Application, 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 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.

Very truly yours,

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


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