EXHIBIT F-1

                                                April 9, 2004



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

         Re:      Metropolitan Edison Company - File No. 70-10192
                  Pennsylvania Electric Company - File No. 70-10193
                  Pennsylvania Power Company - File No. 70-10194

Ladies and Gentlemen:

     As counsel for Metropolitan Edison Company ("Met-Ed"), Pennsylvania
Electric Company ("Penelec"), and Pennsylvania Power Company ("Penn Power"),
each of which is a Pennsylvania corporation and a public-utility subsidiary of
FirstEnergy Corp., a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), we are delivering this "past-tense"
opinion to you in connection with the Applications-Declarations on Form U-1, as
amended, filed in File Nos. 70-10192, 70-10193 and 70-10194 (the "Applications")
by, respectively, Met-Ed, Penelec and Penn Power. Met-Ed, Penelec and Penn Power
are referred to herein individually as an "Applicant" and collectively as the
"Applicants." On March 24, 2004, the Commission issued orders authorizing and
approving the proposed transactions described in the Applications (the
"Transactions"), and on March 30, 2004, the Applicants entered into and
delivered the Transaction documents. All capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Applications.

     Specifically, the Commission authorized each Applicant (i) to form and
acquire all of the membership interests of an SPE, to which it has sold its
Receivables, (ii) to make Subordinated Loans to its SPE, and (iii) to cause its
SPE to make distributions that may represent a return of capital invested by the
Applicant in the SPE.

     In connection with this opinion, we have examined the Applications and the
exhibits thereto, the orders of the Commission dated March 24, 2004, and
originals, or copies certified or otherwise proven to our satisfaction, of such
corporate records of the Applicants, certificates of public officials, orders of
regulatory bodies having jurisdiction over aspects of the Transactions,
certificates of officers and representatives of the Applicants, and such other





documents, records and matters of law as we have deemed necessary for the
purposes of this opinion. We have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. As to
various questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon certificates by officers
of the Applicants and other appropriate persons and statements contained in the
Applications. For purposes of the opinions expressed in paragraph number 3
below, we have assumed that the substantive law of the State of Illinois, which
governs the notes evidencing the Subordinated Loans, does not differ in any
material respect from the New York law insofar as the valid and binding nature
of the notes is concerned.

     Based on the foregoing, and subject to the assumptions, qualifications and
limitations hereinafter specified, we are of the opinion that:

     1. All state laws applicable to the proposed Transactions have been
complied with;

     2. Each SPE is validly organized and duly existing under the laws of the
jurisdiction under which it is organized;

     3. The notes evidencing Subordinated Loans by an Applicant to its SPE are
valid and binding obligations of the SPE in accordance with their terms;

     4. Each Applicant legally acquired the membership interests of its SPE and
notes of its SPE evidencing Subordinated Loans; and

     5. The consummation of the proposed Transactions did not violate the legal
rights of the holders of any securities issued by any Applicant or, to our
knowledge, by any "associate company," as defined under the Act, of any
Applicant.

     The opinions expressed herein are subject to the following assumptions or
conditions:

            (i)   The authorizations and approvals of the Transactions given by
                  the Board of Directors of each Applicant and, if necessary,
                  the shareholders of any Applicant, were in effect at the
                  closings thereof and such Transactions were conducted in
                  accordance with the applicable authorizations and approvals.

            (ii)  The Transactions were accomplished in accordance with required
                  approvals, authorizations, consents, certificates and orders
                  of all state and federal commissions or regulatory authorities
                  having jurisdiction over any of the Transactions and all such
                  required approvals, authorizations, consents, certificates,
                  orders and registrations were in effect at the closings
                  thereof.

            (iii) The Applicants obtained all consents, waivers and releases, if
                  any, required for the Transactions under all applicable
                  governing corporate documents, contracts, agreements, debt
                  instruments, indentures, franchises, licenses and permits.


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     We express no opinions with respect to laws other than those of the State
of New York, the Commonwealth of Pennsylvania, and the limited liability company
law of the State of Delaware. With respect to all matters governed by the laws
of the Commonwealth of Pennsylvania, we have relied upon the opinion of Ryan,
Russell, Ogden & Seltzer LLP, special Pennsylvania counsel for the Applicants,
which is being filed as Exhibit F-2 to each Application.

     We hereby consent to the filing of this "past tense" opinion as an exhibit
to the Certificate of Notification pursuant to Rule 24 in the above-captioned
proceeding. This opinion letter is intended solely for the use of the Commission
and may not be relied upon by any other person for any other purpose.



                                        Respectfully yours,



                                        Thelen Reid & Priest LLP


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