[Letterhead of]
                             CRAVATH, SWAINE & MOORE
                                [New York Office]

                                                                     EXHIBIT 8.1


                                                               February 29, 2000

                AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
                          DATED AS OF OCTOBER 13, 1999,
                   AMENDED AND RESTATED AS OF JANUARY 11, 2000,
                        AMONG CONSOLIDATED EDISON, INC.,
                 NORTHEAST UTILITIES, CONSOLIDATED EDISON, INC.,
                  ORIGINALLY INCORPORATED AS CWB HOLDINGS, INC.
                              AND N ACQUISITION LLC

Ladies and Gentlemen:

          We have acted as tax counsel for Consolidated Edison, Inc., a New York
corporation ("CEI"), in connection with (i) the proposed merger (the "CEI
Merger") of CEI with and into Consolidated Edison, Inc., a Delaware corporation
originally incorporated as CWB Holdings, Inc. ("New CEI"), and (ii) the proposed
merger (the "NU Merger", and together with the CEI Merger, the "Merger") of N
Acquisition LLC, a Massachusetts limited liability company ("Merger LLC"), with
and into Northeast Utilities, a Massachusetts business trust ("NU"), in each
case pursuant to an Agreement and Plan of Merger, dated as of October 13, 1999,
as amended and restated as of January 11, 2000 (the "Merger Agreement"), among
CEI, NU, New CEI and Merger LLC. In the Merger, (i) each issued and outstanding
share of common stock, par value $.10 per share, of CEI (the "CEI Common Stock")
not owned directly by CEI or New CEI will be converted into the right to receive
common stock, par value $.10 per share, of New CEI (the "New CEI Common Stock")
and (ii) each issued and outstanding common share of beneficial interest, par
value $5.00 per share, of NU (the "NU Common Shares") will be converted into, at
the option of the holder thereof, either New CEI Common Stock or cash.



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          In that connection, you have requested our opinion regarding the
material U.S. federal income tax consequences of the CEI Merger. In providing
our opinion, we have examined the Merger Agreement, the registration statement
on Form S-4 (the "Registration Statement"), which includes the Joint Proxy
Statement/Prospectus of CEI and NU, as filed with the Securities and Exchange
Commission, and such other documents and corporate records as we have deemed
necessary or appropriate for purposes of our opinion. In addition, we have
assumed that (i) the Merger will be consummated in the manner contemplated by
the Registration Statement and in accordance with the provisions of the Merger
Agreement, (ii) the statements concerning the Merger set forth in the Merger
Agreement and the Registration Statement are true, correct and complete, (iii)
the factual representations made to us by CEI, NU and New CEI in their
respective letters to us, each dated as of the date hereof, and delivered to us
for purposes of this opinion (the "Representation Letters") are true, correct
and complete and (iv) any factual representations made in the Representation
Letters or in the Merger Agreement "to the best knowledge of" or similarly
qualified are true, correct and complete without such qualification. If any of
the above-described assumptions are untrue for any reason or if the Merger is
consummated in a manner that is inconsistent with the manner in which it is
described in the Merger Agreement or the Registration Statement, our opinions as
expressed below may be adversely affected and may not be relied upon.

          Based upon the foregoing, in our opinion, for U.S. federal income tax
purposes (i) the CEI Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and (ii) CEI and New CEI will each be a party to such reorganization
within the meaning of Section 368(b) of the Code. Furthermore, in our opinion,
the statements made in the Joint Proxy Statement/Prospectus of CEI and NU under
the heading "The Merger -- Material U.S. Federal Income Tax Consequences of the
Merger," to the extent they constitute statements of law or legal conclusions
and subject to the limitations contained therein, are correct and describe the
material U.S. federal income tax consequences of the Merger to CEI and NU
shareholders.



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          Our opinions are limited to the tax matters specifically covered
hereby, and we have not been asked to address, nor have we addressed, any other
tax consequences of the Merger or any other transactions. Our opinions are based
upon current statutory, regulatory and judicial authority, any of which may be
changed at any time with retroactive effect. We disclaim any undertaking to
advise you of any subsequent changes of the matters stated, represented or
assumed herein or any subsequent changes in applicable law, regulations or
interpretations thereof.

          We consent to the filing of this opinion as Exhibit 8 to the
Registration Statement and to the reference of our firm name in the section of
the Registration Statement under the heading "Material U.S. Federal Income Tax
Consequences of the Merger". In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.


                                       Very truly yours,




                                       CRAVATH, SWAINE & MOORE


Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003