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                                                                     Exhibit 5.2




                                  July 9, 2001




Cleveland Electric Illuminating Company
76 South Main Street
Akron, Ohio  44308

         and

Cleveland Electric Financing Trust I
76 South Main Street
Akron, Ohio  44308


                     Re: REGISTRATION STATEMENT ON FORM S-2


Dear Ladies and Gentlemen:

         I am Counsel for The Cleveland Electric Illuminating Company, an Ohio
corporation (the "COMPANY"). In connection with the preparation and filing by
the Company and Cleveland Electric Financing Trust I, a Delaware statutory
business trust sponsored by the Company (the "TRUST"), with the Securities
Exchange Commission (the "COMMISSION") as of the date hereof of the registration
statement on Form S-2 (the "REGISTRATION STATEMENT") to register under the
Securities Act of 1933, as amended (the "ACT"), up to $245,000,000 aggregate
amount of preferred securities (the "PREFERRED SECURITIES") to be issued by the
Trust pursuant to a trust agreement dated as of June 7, 2001 (the "ORIGINAL
TRUST AGREEMENT") which is to be amended and restated by an amended and restated
trust agreement (together with the Original Trust Agreement, the "TRUST
AGREEMENT"), the Company's subordinated debentures (the "SUBORDINATED
DEBENTURES") to be issued under the indenture (the "Indenture") to be entered
into between the Company and The Bank of New York, as Trustee, and the related
guarantee to be delivered concurrently therewith by the Company and The Bank of
New York, as Trustee under the guarantee agreement (the "GUARANTEE AGREEMENT"),
I have examined (i) the Company's Articles of Incorporation and Code of
Regulations, both as amended; (ii) documents issued by public officials as to
the existence of the Company and the Trust under the laws of the States of Ohio
and Delaware; (iii) the Registration Statement and exhibits thereto, including
the prospectus comprising a part thereof (the "PROSPECTUS"), the form of Trust
Agreement filed as Exhibit 4.4, the form of Indenture filed as Exhibit 4.1 and
the form of Guarantee Agreement filed as Exhibit 4.6; and (iv) such other
documents and records of the Company and the Trust, and such matters of law, as
I have deemed necessary to enable me to render this opinion. I have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
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         Based on the foregoing, I am of the opinion that:

         1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Ohio.

         2. When (i) the Guarantee Agreement and the Indenture have been duly
authorized by the Board of Directors of the Company (or by the committee or
person to whom the Board delegates the authority to grant such authorization),
(ii) the Guarantee Agreement and the Indenture have been validly executed and
delivered by the Company in accordance with such authorization and by the
respective trustees thereunder and (iii) the Preferred Securities have been
executed, issued, delivered and paid for in accordance with the terms and
provisions of the Trust Agreement and as contemplated in the Registration
Statement and the Prospectus, the Guarantee and the Indenture will constitute
valid and legally binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights generally, general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and an implied covenant of good faith, fair dealing and
reasonableness.

         3. When (i) the terms of the issuance and sale of the Subordinated
Debentures have been duly approved by all necessary action of the Board of
Directors of the Company (or by the committee or person to whom the Board
delegates the authority to grant such authorization) so as not to violate any
applicable law or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, (ii) the Indenture has been duly executed and delivered by the
Company and the trustee thereunder and (iii) the Subordinated Debentures have
been duly executed, authenticated, issued, delivered and paid for as
contemplated by the Registration Statement and the Prospectus and in accordance
with the Indenture, the Subordinated Debentures will be validly issued and will
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the enforcement of
creditors' rights generally, general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) and an
implied covenant of good faith, fair dealing and reasonableness.

         Paragraphs 2 and 3 of this opinion are subject to the Registration
Statement's becoming effective with no stop order with respect thereto having
been issued by the Commission, and to the order which has been issued by The
Public Utilities Commission of Ohio remaining in effect, authorizing the
issuance of the Preferred Securities, the Subordinated Debentures and the
Guarantee Agreement on the terms contemplated in the Registration Statement and
the Prospectus.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Opinions" in the Prospectus. In giving such


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consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.

         I am a member of the bar of the State of Ohio, and this opinion is
limited to the laws of the State of Ohio. Insofar as the opinion expressed
herein relates to matters which are governed by the laws of the State of New
York or the Federal laws of the United States, I have relied upon the opinion of
Pillsbury Winthrop LLP, special counsel for the Company, which is being filed as
an exhibit to the Registration Statement.


                                             Very truly yours,

                                             /s/ David L. Feltner

                                             David L. Feltner, Esq.
                                             Counsel for
                                             The Cleveland Electric Illuminating
                                             Company



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