Exhibit 8.2
WINTHROP, STIMSON, XXXXXX & XXXXXXX
August 4, 1999
Yankee Energy System, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Re: Agreement and Plan of Merger between
Yankee Energy System, Inc. and
Northeast Utilities Dated June 14, 1999
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Ladies and Gentlemen:
We have acted as counsel for Yankee Energy System, Inc., a Connecticut
corporation ("Yankee"), in connection with the proposed merger of Yankee into
Merger Sub, a Connecticut corporation ("Merger Sub"), a wholly owned subsidiary
of Northeast Utilities, a Massachusetts business trust ("NU"), with Merger Sub
surviving (the "Merger"). In connection with the Merger, NU has filed a
registration statement on Form S-4 (as amended, the "Registration Statement")
with the United States Securities and Exchange Commission (the "Commission").
All terms used but not defined herein shall have the meanings ascribed to them
in the Registration Statement.
On the basis of the foregoing and upon consideration of applicable law,
subject to the qualifications stated therein, the discussions of United States
federal income tax considerations set forth under the captions "Questions and
Answers About the Merger - Q: What are the federal income tax consequences of
the merger to shareholder?," "Summary--Material Federal Income Tax Consequences"
and "The Merger--Material Federal Income Tax Consequences of the Merger" in the
proxy statement/prospectus that forms a part of the Registration Statement,
insofar as they relate to provisions of United States federal income tax law,
are, as of the date hereof, taken as a whole, accurate in all material respects.
Yankee Energy System, Inc.
August 4, 1999
This opinion is limited to the federal income tax law of the United
States and does not consider the effect of any foreign, state or local laws or
any United States federal laws other than those pertaining to the income tax.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent we do not thereby admit that we
are in 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
Commission thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Xxxxxx & Xxxxxxx
