EXHIBIT F-1



                                          June 24, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  FirstEnergy Corp.; SEC File No. 70-10122

Ladies and Gentlemen:

     As counsel for FirstEnergy Corp, an Ohio corporation ("FirstEnergy"), we
are delivering this opinion to you in connection with the Application
-Declaration on Form U-1, as amended, filed in File No. 70-10122 (the
"Application"), under the Public Utility Holding Company Act of 1935 (the "Act")
by FirstEnergy and its public-utility and non-utility subsidiaries
("Subsidiaries") seeking authorization for the proposed transactions described
therein (the "Transactions"). All capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Application.

     The Application seeks the authorization and approval of the Commission with
respect to the ongoing external financing activities, intra-system financing
activities, the provision of intra-system services and guarantees, certain
investments and other matters pertaining to FirstEnergy and its Subsidiaries
through the period ending December 31, 2005 (the "Authorization Period").
Specifically, it is requested that the Commission authorize:

          (a) External Securities of FirstEnergy. FirstEnergy to increase its
capitalization by issuing and selling from time to time during the Authorization
Period, directly or indirectly through one or more Financing Subsidiaries: (i)
additional Common Stock and/or options, warrants, equity-linked securities or
stock purchase contracts convertible into or exercisable for Common Stock, (ii)
Preferred Stock and other forms of Preferred Securities, (iii) Long-term Debt,
and (iv) Short-term Debt in an aggregate amount not to exceed $4.5 billion
(excluding securities issued for purposes of refunding or replacing other
outstanding securities where FirstEnergy's capitalization is not increased as a
result thereof), provided that the aggregate amount of Short-term Debt at any
time outstanding shall not exceed $1.5 billion.

          (b) Interest Rate Hedging Transactions. FirstEnergy and, to the extent
not exempt under Rule 52, the Utility Subsidiaries to enter into and perform
Hedge Instruments and Anticipatory Hedges to manage volatility of interest rates
associated with its and its Subsidiaries' outstanding indebtedness and
anticipated debt offerings;





          (c) Employee/Shareholder Plans. FirstEnergy to issue and/or purchase
on the open market for purposes of reissuance up to 30 million shares of Common
Stock and/or stock options or other stock-based awards exercisable for Common
Stock pursuant to Stock Plans maintained by FirstEnergy for the benefit of
shareholders, officers, directors and employees;

          (d) Rights Agreement. FirstEnergy to issue one Right together with
each share of Common Stock issued in accordance with the authority requested;

          (e) Utility Subsidiary Short-term Debt. JCP&L, Penn Power, Met-Ed,
Penelec, ATSI and NONGC to issue and sell Short-term Debt from time to time in
an aggregate principal amount at any time outstanding not to exceed (i) in the
case of JCP&L and Penn Power, the limitation on short-term indebtedness
contained in their respective charters ($428 million and $50 million,
respectively, as of December 31, 2002), (ii) $250 million in the case of each of
Penelec and Met-Ed, (iii) $500 million in the case of ATSI, and (iv) $20 million
in the case of NONGC;

          (f) FirstEnergy Guarantees. FirstEnergy to provide FirstEnergy
Guarantees on behalf of its Subsidiaries in an aggregate amount which, taking
into account any Non-Utility Subsidiary Guarantees, will not exceed $4.0 billion
outstanding at any time;

          (g) Money Pools. FirstEnergy to maintain and continue funding the
Utility Money Pool and Non-Utility Money Pool (together, the "Money Pools"),
and, to the extent not exempt under Rule 52, the Subsidiaries to borrow and
extend credit to each other through the Money Pools (and in connection
therewith, to issue and acquire demand notes evidencing such borrowings and
extensions of credit);

          (h) Loans to Less Than Wholly-Owned Non-Utility Subsidiaries.
FirstEnergy and the Non-Utility Subsidiaries to make loans to less than
wholly-owned Non-Utility Subsidiaries at interest rates and maturities designed
to provide a return to the lending company of not less than its effective cost
of capital;

          (i) Tax Allocation Agreement. Applicants to enter into a Tax
Allocation Agreement with respect to tax year 2002 and later years that does not
conform in all respects to the requirements of Rule 45(c);

          (j) Changes in Subsidiary Capitalization. Applicants to change the
capitalization of any Subsidiary 50% or more of whose stock is held by any
Applicant;

          (k) Dividends from Capital and Unearned Surplus. Non-Utility
Subsidiaries to declare and pay dividends out of capital and unearned surplus,
subject to certain limitations;

          (l) Investments in Non-Utility Companies. FirstEnergy to make
additional investments in Energy-Related Companies and certain other types of
Non-Utility Subsidiaries;

          (m) Expenditures on Development Activities. FirstEnergy to expend,
directly or through Non-Utility Subsidiaries, up to $300 million at any time on
Development Activities relating to potential new investments in non-utility
businesses;


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          (n) Activities Outside the United States. Energy-Related Companies to
engage in certain non-utility energy activities outside the United States;

          (o) Consolidation of Non-Utility Subsidiaries. FirstEnergy to
consolidate the direct and indirect ownership interests in certain existing
non-utility businesses and former subsidiaries of GPU under one or more existing
or future Non-Utility Holding Companies; and

          (p) Exemptions from At-Cost Pricing. Non-Utility Subsidiaries to
provide services and sell goods to each other at market prices determined
without regard to cost in certain specified circumstances; and extension of the
interim exemption from at-cost pricing to allow FEFSG to continue to provide
maintenance and repair services to FirstEnergy's pre-merger Utility Subsidiaries
(namely, Ohio Edison, Toledo Edison, Cleveland Electric, Penn Power, NONGC and
ATSI) under At-Market Service Arrangements.

     In connection with this opinion, we have examined the Application and the
exhibits thereto, and originals, or copies certified to our satisfaction, of
such corporate records of FirstEnergy and the Subsidiaries, certificates of
public officials, orders of regulatory bodies having jurisdiction over aspects
of the Transactions, certificates of officers and representatives of FirstEnergy
and the Subsidiaries, and such other documents, records and matters of law as we
have deemed necessary for the purposes of this opinion. We have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all documents submitted
to us as copies. As to various questions of fact material to such opinions, we
have, when relevant facts were not independently established, relied upon
certificates by officers of FirstEnergy and other appropriate persons and
statements contained in the Application.

     Based on the foregoing, and subject to the assumptions, qualifications and
limitations hereinafter specified, we are of the opinion that, in the event the
Transactions are consummated as described in the Application:

     1.   All state laws applicable to the Transactions will have been complied
with.

     2.   FirstEnergy and each other Applicant proposing to issue securities is
validly organized and duly existing under the laws of the jurisdiction under
which it is organized.

     3.   The Common Stock and Preferred Stock proposed to be issued by
FirstEnergy will be validly issued, fully paid and nonassessable and the holders
thereof will be entitled to the rights and privileges appertaining thereto set
forth in the Amended Articles of Incorporation of FirstEnergy.

     4.   The Long-term Debt and Short-term Debt proposed to be issued by
FirstEnergy and certain Utility Subsidiaries will be valid and binding
obligations of the issuer thereof in accordance with its terms.

     5.   The consummation of the Transactions will not violate the legal rights
of the holders of any securities issued by FirstEnergy or any "associate
company" of FirstEnergy, as defined under the Act.


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     The opinions expressed herein are subject to the following assumptions or
conditions:

          (i)  The authorizations and approvals of the Transactions given by the
               Board of Directors of any Applicant and, if necessary, the
               shareholders of any Applicant shall remain in effect at the
               closings thereof and such Transactions shall have been conducted
               in accordance with the applicable authorizations and approvals.

          (ii) The Commission shall have duly entered an appropriate order or
               orders granting and permitting the Application to become
               effective with respect to the Transactions.

          (iii) The Transactions shall have been accomplished in accordance with
               required approvals, authorizations, consents, certificates and
               orders of all state and federal commissions or regulatory
               authorities having jurisdiction over any of the Transactions and
               all such required approvals, authorizations, consents,
               certificates, orders and registrations shall remain in effect at
               the closings thereof.

          (iv) The Applicants shall have obtained all consents, waivers and
               releases, if any, required for the Transactions under all
               applicable governing corporate documents, contracts, agreements,
               debt instruments, indentures, franchises, licenses and permits.

          (v)  With respect to any issuance of securities, a registration
               statement shall have been declared effective under the Securities
               Act of 1933 or an exemption from registration shall be applicable
               under such act with respect to such issuance.

     We express no opinions with respect to laws other than those of the State
of New Jersey, the State of New York and the federal laws of the United States.
With respect to all matters governed by the laws of the State of Ohio and the
Commonwealth of Pennsylvania, we have relied upon the opinion of Gary D. Benz,
Associate General Counsel of FirstEnergy, which is being filed as Exhibit F-2 to
the Application.

     We hereby consent to the filing of this opinion as an exhibit to the
Application. This opinion letter is intended solely for the use of the
Commission and may not be relied upon by any other person for any other purpose.


                                          Respectfully yours,


                                          Thelen Reid & Priest LLP


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