January 18, 2001




                                                                   Exhibit F-1
                                                                   -----------


                   (LETTERHEAD OF THELEN REID & PRIEST LLP)



                                          January 18, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

            We have  examined the  Declaration  on Form U-1,  dated  January 18,
2001,  under the Public  Utility  Holding  Company Act of 1935,  as amended (the
"Act"),  filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission,
of which this opinion is to be a part. (The Declaration is hereinafter  referred
to as the "Declaration").

            The Declaration contemplates,  among other things, the issuance of a
guarantee  by GPU  (the  "Guarantee")  of the  obligations  of its  wholly-owned
subsidiary,  MYR Group, Inc. ("MYR"),  under a Credit Agreement,  dated November
28, 2000 ("Credit Agreement"),  with Bank One, NA as administrative agent and as
the initial lender.  The Credit Agreement permits borrowings by MYR from time to
time in an  aggregate  amount not to exceed $50 million  outstanding  at any one
time.

            Members  of  this  firm  have  acted  as  counsel  to GPU and to its
subsidiaries for many years. In such capacity,  we have  participated in various
proceedings  relating to GPU and its subsidiaries,  and we are familiar with the
terms of the  outstanding  securities  of the  corporations  comprising  the GPU
holding company system.

            We have examined  copies,  signed,  certified or otherwise proven to
our  satisfaction,  of the  charter  documents  and by-laws of GPU. We have also
examined such other documents,  instruments and agreements, including the Credit
Agreement and the form of Guarantee, and have made such further investigation as
we have deemed necessary as a basis for this opinion.



Securities and Exchange Commission
January 18, 2001
Page 2


            We are  members  of the Bar of the States of New York and New Jersey
and do not purport to be experts on the laws of any jurisdiction  other than the
laws of the States of New York and New Jersey and the federal laws of the United
States.  As to  all  matters  herein  which  are  governed  by the  laws  of the
Commonwealth of Pennsylvania,  we have relied upon the opinion of Ryan, Russell,
Ogden & Seltzer LLP which is being filed as Exhibit F-2 to the Declaration.

            Based upon and subject to the foregoing, we are of the opinion that:

                  (a) all State laws  applicable  to the issuance by GPU
            of the Guarantee will have been complied with;

                  (b) GPU is validly  organized  and duly  subsisting in
            the Commonwealth of Pennsylvania; and

                  (c) the  Guarantee  will not violate  the legal  rights of the
            holders of any securities  issued by GPU or any "associate  company"
            thereof, as defined in the Act.

            We hereby consent to the filing of this opinion as an exhibit to the
Declaration  and in any  proceedings  before the Commission  that may be held in
connection therewith.


                                    Very truly yours,


                                    THELEN REID & PRIEST LLP