Exhibit 99.6
April 11, 2005
The Connecticut Light and Power Company
107 Selden Street
Berlin, CT 06037
Re: The Connecticut Light and Power Company
First and Refunding Mortgage Bonds
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), a service company affiliate of The Connecticut Light
and Power Company (the "Company"), and have acted as counsel to the
Company in connection with the issuance and sale to the public of
$100,000,000 aggregate principal amount of its 5.000% First and
Refunding Mortgage Bonds, 2005 Series A, Due 2015 ("Series A Bonds")
and $100,000,000 aggregate principal amount of its 5.625% First and
Refunding Mortgage Bonds, 2005 Series B, Due 2035 ("Series B Bonds";
together with Series A Bonds, the "Bonds") pursuant to an Underwriting
Agreement dated April 4, 2005 between the Company and Barclays Capital
Inc. and Citigroup Global Markets Inc., as representatives of the
several underwriters named therein ("Underwriting Agreement"). The
Bonds were issued pursuant to an Indenture of Mortgage and Deed of
Trust (the "Indenture"), dated as of May 21, 1921, between the Company
and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as Trustee, as amended and supplemented. The Company
has registered $880 million of its first and refunding mortgage bonds
with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act") pursuant to a registration statement
on Form S-3 (File No. 333-118276, the "Registration Statement"). The
Bonds were issued under the Registration Statement on April 7, 2005.
The Company previously issued $280,000,000 of bonds in a separate
offering under the Registration Statement.
I have examined originals, or copies certified to my satisfaction,
of such corporate records of the Company, certificates of public
officials, certificates of officers and representatives of the
Company and other documents as I have deemed necessary as a basis for
the opinions hereinafter expressed. In my examination I have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to me as originals and the conformity with the originals of all
documents submitted to me as copies. As to various questions of fact
material to such opinions, I have, when relevant facts were
not independently established, relied upon certifications by officers
of the Company and other appropriate persons and statements contained
in the Registration Statement.
Based on the foregoing, and having regard to legal considerations
which I deem relevant, I am of the opinion that the Bonds are legally
issued, fully paid and non-assessable and are binding obligations of
the Company.
The opinions set forth herein are subject to the following further
assumptions, qualifications, limitations and exceptions:
A. I express no opinion regarding the effectiveness of any
waiver in respect of the Bonds of any rights of any party, or duties
owing to it, as a matter of law, or that is broadly stated or does not
describe the right or duty purportedly waived with reasonable
specificity.
B. My opinions set forth above are subject to the effect of (a)
applicable bankruptcy, reorganization, insolvency, moratorium and other
similar laws and court decisions of general application (including
without limitation statutory or other laws regarding fraudulent or
preferential transfers) relating to, limiting or affecting the
enforcement of creditors' rights generally, and (b) principles of
equity (regardless of whether enforcement is considered in proceedings
at law or in equity) that may limit the enforceability of any of the
remedies, covenants or other provisions of the Bonds or Indenture, or the
availability of injunctive relief or other equitable remedies or as such
principles relate to, limit or affect the enforcement of creditor's rights
generally.
C. In addition, I express no opinion as to any provisions of the
Bonds or the Indenture regarding the remedies available to any person
(1) to take action that is arbitrary, unreasonable or capricious or is not
taken in good faith or in a commercially reasonable manner, whether or
not such action is permitted under the Bonds or the Indenture, or (2)
for violation or breaches that are determined by a court to be
non-material or without substantially adverse effect upon the ability
of the Company to perform its material obligations under the Bonds or
the Indenture.
D. This opinion is limited to the current laws of the State
of New York, the current federal laws of the United States, and to
the limited extent set forth below, the current laws of the State
of Connecticut, and to the facts as they exist on the date hereof.
I am not admitted to practice law in the State of Connecticut, but
I am generally familiar with the laws of such State and have made
such inquiries as I considered necessary to render my opinion. I
express no opinion as to matters involving the laws of any jurisdiction
other than the States of New York and Connecticut and the United States.
I undertake no obligation to advise you as a result of developments
occurring after the date hereof including changes in such laws or
interpretations thereof, or as a result of facts or circumstances
brought to my attention after the date hereof.
This opinion is furnished only to you in connection with
the transaction contemplated by the Registration Statement and
Underwriting Agreement and is solely for your benefit. Other than
as stated below, this opinion is not to be used, circulated, quoted
or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without my prior written consent
(including by any person that acquires Bonds from you).
I hereby consent to filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated April 7, 2005, which
is incorporated by reference in the Registration Statement.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel