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                                                                     Exhibit 5.3






                     [Letterhead of Pillsbury Winthrop LLP]




                                  July 9, 2001




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

Dear Ladies and Gentlemen:

         We have acted as special counsel for The Cleveland Electric
Illuminating Company, an Ohio corporation (the "COMPANY"), and Cleveland
Electric Financing Trust I, a Delaware business trust (the "Trust"), in
connection with the preparation and filing with the Securities Exchange
Commission (the "COMMISSION") on 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 the
Trust's 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 an indenture (the "INDENTURE") to be entered
into between the Company and The Bank of New York, as trustee, and the related
guarantee of the Company pursuant to a guarantee agreement (the "Guarantee
Agreement") to be entered into between the Company and The Bank of New York, as
trustee thereunder.

         In our capacity as such counsel, we have either participated in the
preparation of or have reviewed and are familiar with 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. We have also reviewed such other documents and have satisfied
ourselves as to such other matters as we have deemed necessary in order to
render this opinion.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:


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         1. 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.

         2. 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.

         The foregoing is 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.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.

         We are members of the Bar of the State of New York and for purposes of
this opinion, we do not hold ourselves out as experts on the laws of any
jurisdiction other than the State of New York and the United States of America.
Insofar as this opinion relates to matters which are governed by the laws of the
State of Ohio, we have relied upon the opinion of David L. Feltner,


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Counsel for the Company, which is being filed as an exhibit to the Registration
Statement.

                                                      Very truly yours,

                                                      /s/ Pillsbury Winthrop LLP







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