<PAGE 1>



                                                                    Exhibit 2



ONE MAIN STREET         P.O. BOX 9150          CAMBRIDGE, MASSACHUSETTS 02142






September 22, 1994




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

RE: Commonwealth Energy System Dividend 
    Reinvestment and Common Share Purchase Plan

Dear Commissioners:

Commonwealth Energy System (the "System") is seeking to register 1,000,000
Common Shares of Beneficial Interest, par value $4 each, under the Securities
Act of 1933, as amended, in accordance with and pursuant to the System's
Dividend Reinvestment and Common Share Purchase Plan (the "Plan").  The System
has requested that I furnish to you an opinion as to the legality of these
securities, which opinion is to be filed as Exhibit 2 to the System's
Registration Statement on Form S-3 relating to such securities.

I have acted as counsel for the System in connection with its proposed
issuance of the aforementioned Common Shares.  I have examined the System's
Declaration of Trust dated December 31, 1926, as amended, copies of votes of
the Board of Trustees of the System, the Form S-3 Registration Statement (the
"Registration Statement") which the System proposes to file with the
Securities and Exchange Commission relative to the above-described offering,
and such other documents as I have deemed pertinent.  I and members of my
staff have made such examination of law as I have felt necessary in order to
render this opinion.

I have reviewed the terms of the System's Declaration of Trust and am of the
opinion that the purpose of the above-described offering is among those
permitted under Section 22 of the System's Declaration of Trust.

I am of the opinion that the Common Shares being registered will be legally
issued, fully paid and non-assessable when issued and delivered for the
consideration described in the Registration Statement.

<PAGE 2>

Securities and Exchange Commission
September 22, 1994
Page 2



The System is an unincorporated business trust with transferable shares.  The
Supreme Judicial Court of Massachusetts has in some circumstances imposed
personal liability upon shareholders of an unincorporated business where the
trust provides for ultimate control by shareholders.  In my opinion, while a
partnership may technically exist among the System's common shareholders, the
possibility of any such personal liability of the System's shareholders is
remote because of the provisions of the System's Declaration of Trust, which
state that shareholders are protected from personal liability on contract
obligations containing the so-called limited liability clause which the System
customarily inserts in all contract obligations, including debt securities,
and because of certain other factors.

This opinion does not relate to qualifications or registrations of Common
Shares under the "Blue Sky" or securities laws of the various states or to the
federal income tax consequences of participation in the Plan.

I hereby consent that this opinion may be filed as an exhibit to the
Registration Statement to be filed by the System with the Securities and
Exchange Commission.  I further consent to the use of my name and to all
references to me included in or made a part of the Registration Statement.

Very truly yours,



MICHAEL P. SULLIVAN
Michael P. Sullivan
Vice President, Secretary
  and General Counsel