Exhibit F-2
                                                                     -----------


                                                  April 2, 2001


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

            Re:   FirstEnergy Corp.
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Ladies and Gentlemen:

            I have examined the  Declaration  on Form U-1,  dated April 2, 2002,
under the Public  Utility  Holding  Company Act of 1935, as amended (the "Act"),
filed by  FirstEnergy  Corp.  ("FirstEnergy"),  of which this opinion is to be a
part. (The Declaration is hereinafter referred to as the "Declaration.")

            The Declaration  contemplates,  among other things, the solicitation
by FirstEnergy of proxies (the  "Solicitation")  from its  shareholders  seeking
approval of the issuance of additional shares of FirstEnergy  common stock under
the FirstEnergy Corp.  Executive and Director  Incentive  Compensation Plan (the
"Plan").

            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 charter documents and by-laws of FirstEnergy.  I have also
examined such other documents,  instruments and agreements,  including the Plan,
and have made such further  investigation  as I have deemed necessary as a basis
for this opinion.

            I am [Associate  General  Counsel] of  FirstEnergy  Corp. and have
acted as such in connection with the filing of the Declaration.

            Based  upon and  subject to the  foregoing,  and  assuming  that the
Solicitation  is carried out in  accordance  with the  Declaration,  I am of the
opinion that:

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

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

                  (c) the Solicitation  will not violate the legal rights of the
            holders of any securities issued by the following FirstEnergy system
            companies:  Ohio Edison Company, The Cleveland Electric Illuminating
            Company, The Toledo Edison Company and Pennsylvania Power Company.

            I hereby  consent to the filing of this opinion as an exhibit to the
Declaration.


                                    Very truly yours,



                                    Michael R. Beiting