Exhibit 5(b)


                             Pillsbury Winthrop LLP
                              1 Battery Park Plaza
                               New York, NY 10004
                                  212-858-1000

                               September 21, 2001

FirstEnergy Corp.
76 South Main Street
Akron, Ohio  44308

Dear Ladies and Gentlemen:


         We have acted as special counsel for FirstEnergy Corp., an Ohio
corporation (the "COMPANY"), in connection with the preparation and filing with
the Securities Exchange Commission (the "COMMISSION") on the date hereof of the
registration statement on Form S-3 (the "REGISTRATION STATEMENT") to register
under the Securities Act of 1933, as amended (the "ACT"), up to $4,000,000,000
aggregate amount of senior unsecured debt securities (the "DEBT SECURITIES") to
be issued under an indenture (the "INDENTURE") to be entered into between the
Company and Bank One Trust Company, N.A., as trustee (the "TRUSTEE").

         In our capacity as such counsel, we have either participated in the
preparation of or have reviewed and are familiar with the Registration Statement
and exhibits thereto, including the prospectus comprising a part thereof (the
"PROSPECTUS") and the form of Indenture filed as Exhibit 4(a). We have also
reviewed such other documents and have satisfied ourselves as to such other
matters as we have deemed necessary in order to render this opinion.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

         1. When (i) the Indenture has been duly authorized by the Board of
Directors of the Company (or by the committee to which the Board delegates the
authority to grant such authorization), and (ii) the Indenture has been validly
executed and delivered by the Company in accordance with such authorization and
by the Trustee, the Indenture will constitute a valid and legally binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the enforcement of creditors' rights generally,
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and an implied covenant of good
faith, fair dealing and reasonableness.




         2. When (i) the terms of the issuance and sale of the Debt Securities
have been duly approved by all necessary action of the Board of Directors of the
Company (or by the committee to which the Board delegates the authority to grant
such authorization) so as not to violate any applicable law or result in a
default under or a breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, (ii) the
Indenture has been duly executed and delivered by the Company and the Trustee
thereunder and (iii) the Debt Securities have been duly executed, authenticated,
issued, delivered and paid for as contemplated by the Registration Statement and
the Prospectus and in accordance with the Indenture, the Debt Securities will be
validly issued and will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally, general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law) and an implied covenant of good faith, fair dealing and
reasonableness.

         The foregoing is subject to the Registration Statement's becoming
effective with no stop order with respect thereto having been issued by the
Commission, and to the issuance and continued effectiveness of any necessary
order by the Commission under the Public Utility Holding Company Act of 1935
authorizing the issuance of the Debt Securities on the terms contemplated in the
Registration Statement and the Prospectus.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus. 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 Act.

         We are members of the Bar of the State of New York and for purposes of
this opinion, we do not hold ourselves out as experts on the laws of any
jurisdiction other than the State of New York and the United States of America.
Insofar as this opinion relates to matters which are governed by the laws of the
State of Ohio, we have relied upon the opinion of David L. Feltner, Associate
General Counsel for the Company, which is being filed as an exhibit to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/ Pillsbury Winthrop LLP
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