EXHIBIT F-1


                    [Letterhead of Thelen Reid & Priest LLP]


                                October 18, 2005


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

          Re:  FirstEnergy Corp. - File No. 70-10307
               -------------------------------------

Ladies and Gentlemen:

     We have examined the Application or 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 certain of its public-utility subsidiary companies
named therein, of which this opinion is to be a part.

     The Application requests authorization for Ohio Edison Company,
Pennsylvania Power Company, The Cleveland Electric Illuminating Company, and The
Toledo Edison Company (collectively, the "Utility Subsidiaries") to acquire
promissory notes issued by FirstEnergy Generation Corp. ("FE GenCo"), an
indirect non-utility subsidiary of FirstEnergy that has been determined to be an
"exempt wholesale generator" under Section 32 of the Act, in connection with the
Utility Subsidiaries' sale of their respective interests in certain fossil-fuel
and hydroelectric generating plants to FE GenCo.

     We have also examined copies, signed, certified or otherwise proven to our
satisfaction, of the governing documents of FirstEnergy and the Utility
Subsidiaries and such other documents, instruments and agreements, and have made
such further investigation as we have deemed necessary as a basis for this
opinion.

     We are members of the bars of the States of New Jersey and New York and are
not expert in the laws of any jurisdiction other than the laws of such states
and the federal laws of the United States of America. As to all matters herein
which are governed by the laws of the State of Ohio and the Commonwealth of
Pennsylvania, we have relied upon the opinion of Gary D. Benz, Esq., which is
being filed as Exhibit F-2 to the Application.

     Based upon and subject to the foregoing, and assuming that the proposed
transactions are carried out in accordance with the Commission's order in this
proceeding, we are of the opinion that:





          (a) all State laws applicable to the proposed transactions will
          have been complied with;

          (b) FE GenCo is validly organized and existing under the laws of
          the State of Ohio and the notes to be issued to the Utility
          Subsidiaries will be valid and binding obligations of FE GenCo;

          (c) the Utility Subsidiaries will legally acquire the promissory
          notes to be issued by FE GenCo; and

          (d) the proposed transactions will not violate the legal rights
          of the holders of any securities issued by FirstEnergy.

     We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith. This opinion may not be relied upon by any other person
for any other purpose.


                                         Very truly yours,


                                         THELEN REID & PRIEST LLP