Exhibit 5

September 27, 2004


Western Massachusetts Electric Company
174 Brush Hill Avenue
West Springfield MA 01090

     RE:  Western Massachusetts Electric Company
          Senior Notes

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities
Service Company, a service company affiliate of Western
Massachusetts Electric Company (the "Company"), and have
acted as counsel to the Company in connection with the sale
of $50,000,000 in the aggregate principal amount of the
Company's Senior Notes, Series B, Due 2034 (the "Series B
Notes") pursuant to an underwriting agreement dated
September 20, 2004 with Morgan Stanley & Co. Incorporated as
representative of the underwriters named therein.  The
Series B Notes were issued pursuant to an Indenture, dated
as of September 1, 2003 between the Company and The Bank of
New York, as Trustee, as supplemented, and as further
supplemented by a Supplemental Indenture dated as of
September 1, 2004 (as amended, the "Senior Note Indenture").
The Company had registered $110 million of its Senior Notes
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended pursuant to a
registration statement on Form S-3 (File No. 333-108712, 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 Series B Notes are
valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

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 Series B Notes 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 Series B Notes or the Senior Note
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 Series B Notes or the Senior Note 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 Series B Notes or the Senior Note Indenture,
or (2) for violations 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 Series B
Notes or the Senior Note 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 Commonwealth of
Massachusetts, and to the facts as they exist on the date hereof. I am
not admitted to practice law in the Commonwealth of Massachusetts, but
I am generally familiar with the laws of such Commonwealth 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 the Commonwealth of Massachusetts 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 our attention after the date hereof.

This opinion is furnished only to you in connection with the
transactions 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 our
prior written consent (including by any person that acquires
Series B Notes from you).


I hereby consent to filing of this opinion as an exhibit to
the Company's Current Report on Form 8-K filed on September
27, 2004, which is incorporated by reference in the
Registration Statement.


                    Very truly yours,

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