Exhibit 5-1

                           [LETTERHEAD OF J.T. FORAN]

                                October 29, 2004


Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101-1171

Re:  Public Service Enterprise Group Incorporated -
     Registration Statement on Form S-3

Ladies and Gentlemen:

      I am Associate General Counsel of Public Service Enterprise Group
Incorporated, a New Jersey corporation ("PSEG"), and am rendering this opinion
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration under the Act of: (i) unsecured senior debt
securities, unsecured subordinated debt securities, consisting of debentures,
notes or other evidences of indebtedness, and unsecured junior subordinated
debentures of PSEG (the "Debt Securities"), which may be issued pursuant to a
Senior Debt Indenture between PSEG and Wachovia Bank, National Association
(formerly First Union National Bank), as trustee (as amended or supplemented,
the "Senior Debt Indenture"), a Subordinated Debt Indenture between PSEG and
Wachovia Bank, National Association, as trustee (as amended or supplemented, the
"Subordinated Debt Indenture") or a Junior Subordinated Debenture Indenture
between PSEG and Wachovia Bank, National Association, as trustee (as amended or
supplemented, the "Junior Subordinated Debenture Indenture" and, together with
the Senior Debt Indenture and the Subordinated Debt Indenture, the
"Indentures"); (ii) shares of common stock, without par value, of PSEG (the
"Common Stock"); (iii) shares of series preferred stock, without par value (the
"Preferred Stock"), of PSEG; (iv) stock purchase contracts of PSEG to purchase
Common Stock ("Stock Purchase Contracts"); (v) stock purchase units of PSEG
("Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and any of Debt Securities, debt obligations of third parties,
including U.S. Treasury securities, or Preferred Trust Securities (as defined
below) securing a holder's obligation to purchase Common Stock under the Stock
Purchase Contract, and (vi) guarantees (the "Guarantees") of PSEG with respect
to the preferred securities to be issued by PSEG Funding Trust II, PSEG Funding
Trust III or PSEG Funding Trust IV (the "Trusts") ("Preferred Trust
Securities").

      I have examined originals or copies, certified or otherwise identified to
my satisfaction, of the Registration Statement and all exhibits thereto, and the
Indentures. I have also examined such corporate records and other documents and
instruments, made such inquiries of officers and



representatives of PSEG and considered such matters of law as I have deemed
appropriate as the basis for the opinions hereinafter set forth. In delivering
this opinion, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to originals of all documents submitted to me as
certified, photostatic or conformed copies, the authenticity of originals of all
such latter documents and the accuracy and completeness of all records,
information and statements submitted to me by officers and representatives of
PSEG.

      Based upon and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, I am of the opinion that:

      1. PSEG is a corporation duly organized and validity existing under the
laws of the State of New Jersey.

      2. When the Indentures, any Debt Securities and any supplemental indenture
to be entered into in connection with the issuance of such Debt Securities have
been duly authorized, and (i) the Registration Statement has become effective
under the Act, (ii) a supplemental indenture in respect of the Debt Securities
has been duly authorized, executed and delivered, (iii) the terms of the Debt
Securities and of their issuance and sale have been duly established in
accordance with the applicable Indenture and the applicable supplemental
indenture relating to such Debt Securities so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument
binding upon PSEG and so as to comply with any requirement or restriction
imposed by any court or governmental or regulatory body having jurisdiction over
PSEG, and (iv) the Debt Securities have been duly executed and authenticated in
accordance with the applicable Indenture and the applicable supplemental
indenture relating to such Debt Securities and duly issued and delivered by PSEG
in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, the Debt Securities (including any Debt Securities
duly issued (x) upon exchange or conversion of any shares of Preferred Stock
that are exchangeable or convertible into Debt Securities or (y) as part of
Stock Purchase Units) will constitute valid and binding obligations of PSEG,
enforceable in accordance with their terms, subject to (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).

      3. When (i) the Registration Statement has become effective under the Act,
(ii) the shares of Common Stock have been duly and properly authorized for
issuance, and (iii) the shares of Common Stock have been duly issued, sold and
delivered as contemplated in the Registration Statement and any prospectus
supplement relating thereto, the shares of Common Stock (including any Common
Stock duly issued (x) upon the conversion or exchange of any Debt Securities
that are convertible or exchangeable into Common Stock, (y) upon the exchange or
conversion of any shares of Preferred Stock that are exchangeable or convertible
into Common Stock or (z) pursuant to Stock Purchase Contracts), will be legally
issued, fully paid and non-assessable.



      4. When (i) the Registration Statement has become effective under the Act,
(ii) the Preferred Stock has been duly and properly authorized for issuance and
a Certificate of Amendment to the Restated Certificate of Incorporation of PSEG
classifying the Preferred Stock and setting forth the terms thereof has been
filed, and (iii) the shares of Preferred Stock have been duly issued and paid
for in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, the shares of Preferred Stock will be legally
issued, fully paid and non-assessable.

      5. When a Stock Purchase Contract Agreement relating to the Stock Purchase
Contracts (the "Stock Purchase Contract Agreement") and such Stock Purchase
Contracts have been duly authorized, and (i) the Registration Statement has
become effective under the Act, (ii) the Stock Purchase Contract Agreement has
been duly executed and delivered, (iii) the terms of the Stock Purchase
Contracts and of their issuance and sale have been duly established in
conformity with the Stock Purchase Contract Agreement so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon PSEG and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over PSEG, and (iv) the Stock Purchase Contracts have been duly
executed and issued in accordance with the Stock Purchase Contract Agreement
relating to such Stock Purchase Contracts and issued and sold in the form and in
the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Stock Purchase Contracts will constitute valid
and binding obligations of PSEG, enforceable in accordance with their terms,
subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally and (b) general principles of equity
(regardless of whether considered in a proceeding at law or in equity).

      6. When the Stock Purchase Units, a Stock Purchase Contract Agreement
relating to the Stock Purchase Contracts comprising a part of the Stock Purchase
Units and such Stock Purchase Contracts have been duly authorized, and (i) the
Registration Statement has become effective under the Act, (ii) the Stock
Purchase Contract Agreement has been duly executed and delivered, (iii) the
terms of the Stock Purchase Contracts and of their issuance and sale have been
duly established in conformity with the Stock Purchase Contract Agreement so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon PSEG and so as to comply with any
requirement or restriction imposed by any court or governmental or regulatory
body having jurisdiction over PSEG, (iv) the terms of the collateral
arrangements relating to such Stock Purchase Units have been duly established
and the agreement(s) relating thereto has been duly executed and delivered, in
each case so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon PSEG and so as to comply
with any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over PSEG, and the collateral has been
deposited with the collateral agent in accordance with such arrangements, and
(v) the Stock Purchase Contracts have been duly executed and issued in
accordance with the Stock Purchase Contract Agreement relating to such Stock
Purchase Contracts, and issued and sold in the form and in the manner
contemplated in the Registration Statement and any prospectus supplement
relating thereto, such Stock Purchase Units will constitute valid and binding
obligations of PSEG, enforceable in accordance with their terms, subject to (a)
bankruptcy, insolvency,



reorganization, fraudulent transfer, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether considered in a proceeding
at law or in equity).

      7. When the Guarantees have been duly authorized, and (i) the Registration
Statement has become effective under the Act, (ii) the applicable Guarantee
Agreement has been duly executed and delivered so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon PSEG and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over PSEG, and (iii) the Preferred Trust Securities have been duly
issued and delivered by the Trust as contemplated by the Registration Statement
and any prospectus supplement relating thereto, the Guarantees will constitute
valid and binding obligations of PSEG, enforceable in accordance with their
terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).

      I express no opinion as to the law of any jurisdiction other than the
federal law of the United States and the law of the State of New Jersey.

      I hereby consent to the sole use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Prospectus included therein. This opinion is not to be used,
circulated, quoted, referred to or relied upon by any other person or for any
other purpose without my prior written consent.

                                                       Very truly yours,

                                                       /s/ James T. Foran

                                                       James T. Foran
                                                       Associate General Counsel