Exhibits 5 and 23(a)





                                  May 28, 2002



FirstEnergy Corp.
76 South Main Street
Akron, Ohio  44308

      Re:   Registration Statement on Form S-8 of FirstEnergy Corp. Relating
            to the Issuance of Shares of Common Stock under the FirstEnergy
            Corp. Executive and Director Incentive Compensation Plan (the
            "Plan")

Ladies and Gentlemen:

      I have acted as Senior Vice  President and General  Counsel to FirstEnergy
Corp., an Ohio corporation  (the "Company"),  in connection with the preparation
of a  registration  statement on Form S-8 (the  "Registration  Statement") to be
filed with the Securities and Exchange  Commission (the "Commission")  under the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  relating to the
offering of up to an additional 7,500,000 shares (the "Shares") of the Company's
Common Stock, par value $0.10 per share, to be issued pursuant to the provisions
of the Plan. I, or the attorneys  under my  supervision  and control upon whom I
have relied, have examined such records, documents,  statutes and decisions as I
or they have deemed relevant in rendering this opinion.

      Based on the foregoing, I am of the opinion that when:

            (a)   the applicable provisions of the  Securities  Act and of State
      securities or "blue sky" laws shall have been complied with, and

            (b)   the Company's Board of Directors shall have duly authorized
      the issuance of the Shares, and

            (c)   the Shares have been duly issued and paid for in an amount
      not less than par value of $0.10 per share,

the Shares will be validly issued, fully paid and non-assessable.






      I  hereby  consent  to  the  use  of  this  opinion  as  Exhibit  5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I am
acting within the category of persons whose consent is required  under Section 7
of the Securities Act or the rules or regulations of the Commission thereunder.

                                    Very truly yours,

                                    /s/Leila L. Vespoli

                                    Leila L. Vespoli, Esq.

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