EXHIBIT 5

FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308

Dear Sirs:

     I am Associate General Counsel of FirstEnergy Corp., an Ohio corporation
(the "Company"). This opinion is furnished to you in connection with a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), for the registration of 6,000,000 shares of the
Company's common stock, $0.10 par value per share (the "Shares"). The Shares are
to be offered and sold by the Company pursuant to the Company's Stock Investment
Plan (the "Plan"), or any successor plans thereto, as such plans or successor
plans may be amended from time to time.

     In connection with this opinion, I (or persons under my supervision and
control) have reviewed originals or copies, certified or otherwise identified to
my satisfaction, of the Registration Statement, the Company's Articles of
Incorporation, the Company's Regulations, the Plan and the resolutions of the
Board of Directors of the Company relating to the authorization and proposed
issuance and sale of the Shares pursuant to the Plan. In addition, I (or persons
under my supervision and control) have reviewed originals, or copies certified
or otherwise identified to my satisfaction, of such other instruments,
certificates, records and documents and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have reviewed such questions of law, as I have deemed necessary or
appropriate for purposes of this opinion. In such review, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, the conformity to the original documents of all documents
submitted as copies and the authenticity of the originals of such latter
documents.

     Based upon the foregoing, and subject to the qualifications and limitations
stated herein, I am of the opinion that when

     (i)  the Registration Statement shall have become effective under the Act,

     (ii)  the Shares shall have been duly issued in accordance with the terms
           of the Plan as described in the Registration Statement and in
           accordance with the applicable resolutions of the Board of Directors
           of the Company,

     (iii) the Shares shall have been delivered to the purchasers thereof
           against payment of the agreed consideration thereof determined in
           accordance with the terms of the Plan, and

     (iv)  the issuance and sale of the Shares shall have been authorized by all
           necessary action of the Commission under the Public Utility Holding
           Company Act of 1935, as amended,

the Shares will have been duly authorized, validly issued, fully paid and
non-assessable.

     This opinion is rendered to you in connection with the above-described
transaction. This opinion may not be relied upon by you for any other purpose,
or relied upon by, or furnished to, any other person, firm or corporation
without my prior written consent.


     I consent to the filing of this opinion as an exhibit to the Registration
Statement, and I further consent to the use of my name under the caption "Legal
Matters" in the Registration Statement.

     I am a member of the Bar of the State of Ohio, and I do not express any
opinion herein concerning any law other than the law of the State of Ohio and
the federal law of the United States.

                                         Very truly yours,

                                         /s/ GARY D. BENZ
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