EXHIBIT 5.3


                           SIMPSON THACHER & BARTLETT
                              425 Lexington Avenue
                           New York, N.Y. 10017-3954
                                 (212) 455-2000
                            Facsimile (212) 455-2502


                                             February 7, 2001



PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania  18101

Ladies and Gentlemen:

          We have acted as counsel to PPL Corporation, a Pennsylvania
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") on
January 29, 2001, as amended by Amendment No. 1 to the Registration Statement on
Form S-3, proposed to be filed by the Company with the Commission under the Act
on the date hereof (as amended, the "Registration Statement"), relating to the
issuance by the Company of common stock of the Company par value $.01 per share
(the "Common Shares") and preferred stock of the Company par value $.01 per
share (the "Preferred Shares" and together with the Common Shares, the
"Shares"), among other securities of the Company (together with the Shares, the
"Securities"). The Securities may be issued and sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements") and pursuant to Rule 415 under the Act
for an aggregate initial offering price not to exceed $1,200,000,000.

          We have examined the Registration Statement and a form of the share
certificate relating to the Common Shares and the Amended Articles of the
Company which includes designation relating to the Preferred Shares, each of




PPL Corporation                         -2-                    February 7, 2001


which have been filed with the Commission as exhibits to the Registration
Statement. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.

          In rendering the opinion set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.

          Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that assuming (a) the taking by
the Board of Directors of the Company of all necessary corporate action to
authorize and approve the issuance of the Shares and (b) due issuance and
delivery of the Shares, upon payment therefor in accordance with the applicable
definitive underwriting agreement approved by the Board of Directors of the
Company and upon compliance with applicable regulatory requirements, the Shares
will be validly issued, fully paid and nonassessable.

          Insofar as the opinion expressed herein relates to or is dependent
upon matters governed by the laws of the Commonwealth of Pennsylvania, we have
relied upon the opinion of Michael A. McGrail dated the date hereof.





PPL Corporation                         -3-                    February 7, 2001


          We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and, to the extent set forth herein, the law of the Commonwealth of
Pennsylvania.

          We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption
"Validity of the Securities and the Securities Guarantees" in the Prospectus
included in the Registration Statement.

                                             Very truly yours,

                                             /s/ SIMPSON THACHER & BARTLETT

                                             SIMPSON THACHER & BARTLETT