<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>yankeerule24exhf2062104.txt
<DESCRIPTION>EXHIBIT F-2 062104
<TEXT>
Exhibit F.2

June 21, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

   Re:  Northeast Utilities, et al.
        SEC File Number 70-9657

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), a service company affiliate of Northeast Utilities
("NU").  I have acted as counsel for NU, its wholly-owned subsidiary,
Yankee Energy System, Inc. ("YES") and certain wholly-owned subsidiaries
of YES, Yankee Gas Services Company ("Yankee Gas"), NorConn Properties,
Inc., Yankee Energy Financial Services, Inc., R. M. Services, Inc. and
Yankee Energy Services Company (the "Subsidiaries" and collectively with
NU and YES, the "Applicants") in connection with the Form U-1
Application/Declaration ("Declaration"), as amended, (File No. 70-9657)
filed with the Securities and Exchange Commission ("Commission") with
respect to the proposed transactions described therein ("Proposed
Transactions").  The authorization requested in the
Application/Declaration relates to (i) the payment of dividends out of
capital and unearned surplus by YES and its public utility subsidiary,
Yankee Gas, (ii) the computation of the earnings for the purpose of
computing dividends of Yankee Gas subsequent to the Merger without
regard to the amortization of the Merger Goodwill (as described
therein), (iii) the payment of dividends out of capital and unearned
surplus by YES' nonutility subsidiaries, and (iv) the repurchase of
stock by YES and its subsidiaries from their respective shareholders.

     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 nor of the bar of the State of Connecticut, and do not
hold myself out as an expert in the laws of such Commonwealth and State,
although I have made a study of relevant laws of such Commonwealth and
State.  In expressing opinions about matters governed by the laws of the
Commonwealth of Massachusetts, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such Commonwealth.
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 Proposed Transactions were carried out in
conformity with the Securities Act of 1933, the Securities Exchange Act
of 1934 and the requisite authorizations, approvals, consents or
exemptions under the securities laws of the various States and other
jurisdictions of the United States.

     Based upon and subject to the foregoing, and assuming that the
Proposed Transactions were carried out in accordance with the
Declaration, I am of the opinion that:

(a)  all State laws applicable to the Proposed Transactions
     were complied with;

(b)  each of the Applicants is validly organized and
     existing under the laws of its respective state of
     organization;

(c)  YES and the Subsidiaries acquired the shares of their
     respective common stock repurchased, if any, from their
     respective shareholder; and

(d)  the consummation of the Proposed Transactions did not
     violate the legal rights of the holders of any securities
     issued by NU or any associate company thereof.

Very truly yours,


/s/  Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel


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