Opinion of Counsel


Board of Directors
Connecticut Energy Corporation
855 Main Street
Bridgeport, Connecticut 06604

Re:     Registration Statement on Form S-8

Dear Sirs and Mesdames:

        We have  acted  as  counsel  for  Connecticut  Energy  Corporation  (the
"Company") in connection with the Company's registration of 1,000,000 additional
shares of Common Stock (the "Securities") to be offered or sold to the Company's
employees pursuant to the Southern Connecticut Gas Company Target Plan.

     We have examined and are familiar  with the originals or copies,  certified
or otherwise identified to our satisfaction,  of pertinent documents,  corporate
records and other  instruments  relating to the issuance of the  Securities  and
other actions and proceedings  relating thereto.  In rendering this opinion,  we
have assumed that there will be no change in applicable  law between the date of
this  opinion and the date of issuance of the  Securities  proposed to be issued
and offered or sold by the Company as described in a  Registration  Statement on
Form S-8 filed on or about the date  hereof  with the  Securities  and  Exchange
Commission (the"Registration Statement").

        Based upon the  foregoing,  we are of the  opinion  that the  Securities
proposed  to be issued  and  offered  or sold by the  Company,  when  issued and
offered or sold as  described  in the  Registration  Statement,  will be legally
issued, fully paid and nonassessable.

        The  opinions  expressed  herein are only as to matters  governed by the
corporate laws of the State of Connecticut and United States federal law.

        We  hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to us under the  caption  "Legal
Matters" in the Prospectus which forms a part of the Registration Statement.

                                Very truly yours,

                           TYLER COOPER & ALCORN, LLP



                                        BY:     /s/ Joseph C. Lee
                                                Joseph C. Lee
                                                A Partner