Exhibit 5 to Form S-3


       25 Research Drive, Westborough, Massachusetts 01582
       ===================================================


                                  May 5, 1995



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

    Re:  Massachusetts Electric Company
         First Mortgage Bonds

Dear Commissioners:

    We have acted as counsel for Massachusetts Electric Company
(the Company) in connection with the proposed issuance, from time
to time, of one or more series of First Mortgage Bonds in an
aggregate principal amount not exceeding $100,000,000 (the New
Bonds).  We have reviewed the various documents and proceedings
relating to the New Bonds, including the registration statement
on Form S-3 (and all documents incorporated by reference therein
and the exhibits thereto), the prospectus, and the proposed form
of supplemental indenture supplementing the Company's First
Mortgage Indenture and Deed of Trust, as previously amended and
supplemented (collectively, the Indenture).  We have also
reviewed the corporate and regulatory authority for the issuance
of the New Bonds, and have examined such other documents and
records and have made such other examination of law as we deem
relevant and necessary in order to give this opinion.

    Based on the foregoing, and subject to the additional actions
yet to be taken indicated below, it is our opinion:

    1.  That the Company is a corporation duly organized,
existing, and in good standing under the laws of The Commonwealth
of Massachusetts;

    2.  That the Company has proper and adequate powers for
supplementing the Indenture; for executing and issuing the New
Bonds thereunder; and for mortgaging under the Indenture the
property therein described;

    3.  That the issuance of the New Bonds has been duly
authorized by the board of directors of the Company, subject to
approval of governmental authorities having jurisdiction; and
that the authority to establish particular terms for each issue
of New Bonds is properly delegated to the officers of the
Company;

    4.  That the Company has obtained an order from the
Massachusetts Department of Public Utilities approving the
proposed issuance of bonds and related matters;

    5.  That the Company is exempted by Rule 52 under the Public
Utility Holding Company Act of 1935 (the 1935 Act) from the
requirement of obtaining an order of the Commission; that the
sale of the New Bonds is subject to the registration statement
with respect thereto becoming effective under the Securities Act
of 1933, as amended, and to the qualification of each
supplemental indenture pertaining to the New Bonds under the
Trust Indenture Act of 1939; and

    6.  That, when each supplemental indenture pertaining to the
New Bonds has been duly executed and delivered, and the New Bonds
issued thereunder have been duly executed, certified, and
delivered against payment therefor, and subject to the
continuation of the above described corporate and regulatory
authority, such New Bonds will be legally issued, fully paid and
non-assessable binding obligations of the Company, subject to
laws of general application affecting the rights and remedies of
mortgagees and creditors.

    We have reviewed the statements made upon our authority in
the registration statement and in the prospectus with respect to
the New Bonds, and in our opinion such statements are correct. 
We hereby consent to the use of our names in the registration
statement and each related prospectus of the Company with respect
to the New Bonds and to the use of this opinion in connection
therewith.


                                  Very truly yours,

                                  s/Robert King Wulff

                                  Robert King Wulff
                                  Corporation Counsel


                                  s/Kirk L. Ramsauer

                                  Kirk L. Ramsauer
                                  Assistant General Counsel