June 19, 2002

Consolidated Edison Company
  of New York, 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 of Legal Services for  Consolidated  Edison Company
of New York, Inc. ("Con Edison of New York").  I and other members of Con Edison
of New  York's  Law  Department  have  represented  Con  Edison  of New  York in
connection  with the  filing by Con Edison of New York with the  Securities  and
Exchange  Commission  of a  Registration  Statement on Form S-3  registering  $3
million  of  unsecured   debt   securities  of  Con  Edison  of  New  York  (the
"Securities")  for issuance  pursuant to Rule 462(b) under the Securities Act of
1933 (the "Registration  Statement").  The Securities are to be issued under the
Indenture,  dated as of  December  1, 1990,  between  Con Edison of New York and
JPMorgan   Chase  Bank   (successor  to  The  Chase   Manhattan  Bank  (National
Association)),  as Trustee (the  "Trustee"),  as amended and  supplemented  by a
First Supplemental  Indenture,  dated as of March 6, 1996 (the Indenture,  as so
amended and supplemented, is herein referred to as the "Indenture").

     I have examined such  documents as I have deemed  necessary for the purpose
of this opinion,  including (a) the Certificate of Incorporation and the By-Laws
of Con Edison of New York; (b) the Indenture; and (c) minutes of meetings of the
Board  of  Trustees  of Con  Edison  of New  York.  It is my  opinion  that  the
Securities will become the legal, valid and binding obligations of Con Edison of
New York in accordance with their terms upon:

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

     2.     the due  authentication  and  delivery of the  Securities  in
            accordance  with the Indenture; and

     3.     the  receipt by Con Edison of New York 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,

                                                Peter A. Irwin
                                                Peter A. Irwin