May 15, 2001

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 an Associate General Counsel and Assistant Secretary of
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 $235 million of unsecured debt securities of Con Edison of New York
(the "Securities") for issuance from time to time pursuant to Rule 415 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 The Chase Manhattan 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 issuance of an order by the Public Service Commission of the
               State of New York (the "PSC") authorizing Con Edison of New York
               to issue the Securities and the compliance therewith by Con
               Edison of New York, and the issuance by the PSC, to the extent
               required by the terms of the order, of a letter to the effect
               that such order is no longer subject to abrogation with respect
               to the Securities;

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






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

      4.       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,

                                                      /s/ Peter A. Irwin
                                                          Peter A. Irwin