[Letterhead of Gary D. Benz]





                                                                     EXHIBIT F-2

                                  May 24, 2004

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

         Re:   FirstEnergy Corp. - File No. 70-10205

Ladies and Gentlemen:

         I have examined the Application-Declaration on Form U-1, as amended
(the "Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed in the above-referenced proceeding by FirstEnergy
Corp. ("FirstEnergy"), and the orders of the Commission dated March 26, 2004 and
May 5, 2004 authorizing the transactions proposed therein.

         The Application requests authorization for certain proposed amendments
to FirstEnergy's Amended Articles of Incorporation and Amended Code of
Regulations (together, the "Governing Documents") and for the solicitation by
FirstEnergy of proxies from its shareholders for use at its 2004 annual meeting
(the "Solicitation") in connection with such proposals as well as in connection
with the adoption of certain director and executive compensation plans (the
"Plans").

         In connection with this opinion, I (or persons under my supervision or
control) have examined copies, signed, certified or otherwise proven to my
satisfaction, of the Governing Documents of FirstEnergy. I have also examined
such other documents, instruments and agreements, including the Plans, and have
made such further investigation as I have deemed necessary as a basis for this
opinion. At the annual meeting of FirstEnergy's shareholders held on May 18,
2004, proposals to declassify FirstEnergy's board of directors and to adopt the
Plans were approved but proposals to amend the Governing Documents to reduce
certain supermajority voting requirements were not approved by the requisite
shareholder vote and, therefore, will not be implemented.

         I am Associate General Counsel of FirstEnergy Corp. and have acted as
such in connection with the filing of the Application. I am a member of the bars
of the State of Ohio and Commonwealth of Pennsylvania and am not licensed to
practice in any other jurisdiction.

         Based upon and subject to the foregoing, I am of the opinion that:

         (a)   all Ohio and Pennsylvania laws applicable to the proposed
         transactions have been complied with;

         (b)   FirstEnergy is validly organized and existing in the State of
         Ohio; and

         (c)   the proposed transactions (to the extent that they have been
         implemented) did not violate the legal rights of the holders of any
         securities issued by FirstEnergy, or any of the following "associate
         companies" of FirstEnergy.

         I hereby consent to the filing of this opinion as an exhibit to the
certificate under Rule 24 filed in this proceeding. This opinion may not be
relied upon by any other person for any other purpose, except that Thelen Reid &
Priest LLP may rely on this opinion in rendering their opinion filed as Exhibit
F-1 to the certificate under Rule 24 in this proceeding.


                                                  Very truly yours,


                                                  /s/ Gary D. Benz