December 19, 2002

Consolidated Edison, Inc.
4 Irving Place
New York, New York  10003

             Re:  Securities Being Registered Under the Securities Act of 1933

Ladies and Gentlemen:

                  I am the Vice President - Legal Services of Consolidated
Edison, Inc.'s ("Con Edison ") principal subsidiary, Consolidated Edison Company
of New York, Inc. ("Con Edison of New York"), acting as counsel to Con Edison. I
and other members of Con Edison of New York's Law Department have represented
Con Edison in connection with the filing by Con Edison with the Securities and
Exchange Commission of a Registration Statement on Form S-3 registering
$500,000,000 of Con Edison's unsecured debt securities, Preferred Shares ($1.00
par value) and Common Shares ($.10 par value) (the "Securities") for issuance
from time to time pursuant to Rule 415 under the Securities Act of 1933 (the
"Registration Statement").

        I have examined such documents as I have deemed necessary for the
purpose of this opinion, including (a) the Restated Certificate of Incorporation
and the By-Laws of Con Edison; (b) the Indenture included as Exhibit 4.1 to the
Registration Statement (the "Indenture") pursuant to which Securities that are
debt securities are to be issued; and (c) minutes of meetings of the Board of
Directors of Con Edison. It is my opinion that the Securities, if issued as debt
securities, will be the legal, valid and binding obligations of Con Edison in
accordance with their terms and, if issued as Preferred Shares or Common Shares,
will be legally issued, fully paid and non-assessable, upon:

        1.        the due authorization and execution of the Securities by Con
                  Edison;

        2.        if the Securities are debt securities, the due authentication
                  and delivery of the Securities in accordance with the
                  Indenture; and

        3.        the receipt by Con Edison of payment for the Securities at the
                  price and in accordance with the terms set forth in the
                  Registration Statement and the supplement or supplements to
                  the prospectus constituting a part thereof.






        I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.
However, in giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder.

                                                       Very truly yours,

                                                       /s/ PETER A. IRWIN
                                                           Peter A. Irwin