Exhibit F-2
                                                             -----------


              (LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER 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.

            We have been  Pennsylvania  counsel  to GPU and to its  Pennsylvania
subsidiaries for many years. In such capacity,  we have  participated in various
proceedings relating to GPU and its Pennsylvania subsidiaries.

            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.

            We are members of the Bar of the Commonwealth of Pennsylvania and do
not purport to be experts on the laws of any other jurisdiction.



Securities and Exchange Commission
January 18, 2001
Page 2


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

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

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


            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.  Thelen Reid & Priest LLP may rely on this opinion, as if
it were directly  addressed to them, in rendering their opinion filed as Exhibit
F-1 to the Declaration.


                                    Very truly yours,


                                    RYAN, RUSSELL, OGDEN & SELTZER LLP