March 26, 2001



CL&P Funding LLC
107 Selden Street
Berlin, CT 06037

            Re:   CL&P Funding LLC Notes

Ladies and Gentlemen:


            This opinion is being delivered to you in connection with a
registration statement on Form S-3 (No. 333-53866) (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of notes (the "Notes")
of CL&P Funding LLC, a Delaware limited liability company (the "Note Issuer"),
to be issued from time to time as described in the form of the prospectus
included as part of the Registration Statement. The Notes will be issuable under
one or more Note Indentures (together, the "Note Indenture") to be entered into
between the Note Issuer and the note trustee named therein.

            We have examined the originals, or copies certified to our
satisfaction, of such corporate records of the Note Issuer and The Connecticut
Light and Power Company ("Connecticut Light & Power"), certificates of public
officials and of officers of the Note Issuer and Connecticut Light & Power, and
other agreements, instruments and documents, as we have deemed necessary as a
basis for the opinion expressed below. In our examination of such agreements,
instruments and documents, we have assumed the genuineness of all signatures
(other than those of the Note Issuer and Connecticut Light & Power); the
authenticity of all agreements, instruments and documents submitted to us as
originals; the conformity to original agreements, instruments and documents of
all agreements, instruments and documents submitted to us as certified,
conformed or photostatic copies; and the authenticity of the originals of such
copies. As to questions of fact material to our opinion, we have assumed without
verification and relied upon the accuracy of the representations as to factual
matters set forth in the Note Indenture and the other Basic Documents (as such
term is defined in the Note Indenture) and in certificates of the Note Issuer
and Connecticut Light & Power or their officers or of public officials.


CL&P Funding LLC
March 26, 2001
Page 2

            The opinion set forth below is subject to the following
qualifications:

                         (A) No opinion is expressed with respect to any laws
            other than the laws of the State of Connecticut.

                         (B) In rendering the opinion set forth below, we have
            relied without independent investigation on the opinion of
            Richards, Layton & Finger, P.A. being delivered to you on the date
            hereof as to certain matters governed by Delaware law.

                         (C) Our opinion set forth below that the Notes will
            constitute the legal, valid and binding obligations of the Note
            Issuer is subject to (i) bankruptcy, insolvency, reorganization,
            moratorium, fraudulent transfer and other similar laws affecting the
            rights and remedies of creditors generally and (ii) general
            principles of equity, regardless of whether applied in proceedings
            in equity or at law.

                         (D) The maturity dates, interest rates, redemption
            provisions and other terms of the Notes being offered will be fixed
            in accordance with the terms of the Note Indenture.

            Based upon and subject to the foregoing, we are of the opinion that
when the Note Indenture has been duly executed and delivered by the Note Issuer
and each of the Notes has been duly executed, authenticated and delivered in
accordance with the provisions of the Note Indenture against payment of the
purchase price therefor in accordance with the Note Indenture, each of the Notes
will constitute the legal, valid and binding obligation of the Note Issuer.

            We hereby consent to your filing this opinion as an exhibit to the
Registration Statement and to the use of our name therein under the caption
"Legal Matters."

                                                  Very truly yours,


                                                  /s/ Day, Berry & Howard LLP


RJW:BJR