EXHIBIT 5


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





                                   February 17, 1998




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 $60,000,000 (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 Twenty-first Supplemental
Indenture supplementing the Company's First Mortgage Indenture and Deed of
Trust (as so supplemented and 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 executing and
issuing the New Bonds under the Indenture; 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 Telecommunications and Energy 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; and 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

     6.  That, when the New Bonds issued 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
                                   Associate General Counsel