Exhibit 99.4
October 5, 2004
Public Service Company of New Hampshire
Energy Park
780 North Commercial Street
Manchester, NH 03101-1134
Re: Public Service Company of New Hampshire
First Mortgage Bonds
Ladies and Gentlemen:
I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"),a service company affiliate of Public Service Company
of New Hampshire (the "Company"), and have acted as counsel to the
Company in connection with the issuance and sale to the public of
$50,000,000 aggregate principal amount of its 5.25% First Mortgage
Bonds, Series L, Due 2014 ("Series L Bonds") pursuant to an Underwriting
Agreement dated July 15, 2004 between the Company and Citigroup Global
Markets, Inc., as representative of the several underwriters named
therein. The Bonds were issued under a Supplemental Indenture, dated as
of July 1, 2004, between the Company and Wachovia Bank, National
Association, successor to First Union National Bank, as successor to
First Fidelity Bank, National Association, as trustee (the "Supplemental
Indenture"), supplementing the Company's Indenture with Wachovia Bank,
National Association, successor to First Union National Bank, as
successor to First Fidelity Bank, National Association, as trustee,
dated as of August 15, 1978, as amended and supplemented (the
"Indenture"). The Company has registered $200 million of its first
mortgage bonds with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), pursuant to a
registration statement on Form S-3 (File No. 333-116725, the
"Registration Statement"). The Bonds were issued under the Registration
Statement on July 22, 2004.
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 Bonds are legally
issued, fully paid non-assessable and 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 Bonds 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 Bonds or 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
Bonds or the 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 Bonds or the Indenture, or (2)
for violation 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 Bonds or the
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 State of New
Hampshire, and to the facts as they exist on the date hereof. I am not
admitted to practice law in the State of New Hampshire, but I am
generally familiar with the laws of such State 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 New Hampshire 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 my attention after the date hereof.
This opinion is furnished only to you in connection with the
transaction 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 my prior written consent (including by any person that
acquires Bonds 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 October 5, 2004, which is
incorporated by reference in the Registration Statement.
Very truly yours,
/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel