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<page> Exhibit F 25 Research Drive, Westborough, Massachusetts 01582 =================================================== December 22, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: New England Power Company File No. 70-9089 Dear Commissioners: The Statement on Form U-1 Filed in the Above Proceeding Was Permitted to Become Effective by the Commission's Order Dated October 29, 1997. as Counsel for the Above Named Company, We Have Reviewed the Following Action Taken Subsequent to Our Opinion Dated October 7, 1997, to Carry Out the Following Transactions Described in the Statement: New England Power Company Executed the Credit Agreement Dated as of December 15, 1997, With the Initial Lenders Named Therein, Merrill Lynch Capital Corporation, as Syndication Agent, Bankboston, N.A., as Administrative Agent, and Credit Suisse First Boston, as Documentation Agent, a Copy of Which Is Also Attached as an Exhibit to the Certificate of Notification. We Have Reviewed the Above Mentioned Opinion, Which Was Filed by Amendment as Exhibit F to the Statement on Form U-1 in the Above Proceeding, and We Hereby Confirm the Various Opinions and Statements Contained Therein. It Is Our Further Opinion That the Foregoing Transaction Has Been Carried Out in Accordance With the Statement. Very Truly Yours, S/Robert King Wulff Robert King Wulff Corporation Counsel S/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel
