MICHAEL A. MCGRAIL
                                                       Senior Counsel

                                                                  PPL
                                               Two North Ninth Street
                                             Allentown, PA 18101-1179
                                  Tel. 610.774.5644  Fax 610.774.6726
                                                 mamcgrail@pplweb.com





                                                                    EXHIBIT 5.1


April 5, 2002



PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania  18101-1179

Ladies and Gentlemen:

          I am Senior Counsel of PPL Services Corporation, a subsidiary of PPL
Corporation, a corporation organized under the laws of the Commonwealth of
Pennsylvania (the "Guarantor"). I have acted as counsel to the Guarantor in
connection with:

      (a) the proposed issuance and sale from time to time of up to $750,000,000
      in aggregate principal amount of securities (the "Securities") including
      (i) shares of the Guarantor's Common Stock, par value $.01 per share
      ("Common Stock"); (ii) shares of the Guarantor's Preferred Stock, par
      value $.01 per share ("Preferred Stock"); (iii) contracts to purchase
      shares of Common Stock ("Stock Purchase Contracts"); and (iv) stock
      purchase units, each representing either (A) a Stock Purchase Contract, or
      (B) a Stock Purchase Contract and debt securities or preferred trust
      securities of third parties that are pledged to secure the stock purchase
      unit holders' obligations to purchase Common Stock under the Stock
      Purchase Contracts ("Stock Purchase Units"); and

      (b) guarantees (the "Securities Guarantees") by the Guarantor as to (i)
      payment of principal, interest and premium, if any, on unsecured and
      unsubordinated debt securities ("Debt Securities") of PPL Capital Funding,
      Inc. (the "Company"), a corporation organized under the laws of the State
      of Delaware (the "Guarantees") and unsecured subordinated debt securities
      ("Subordinated Debt Securities") of the Company (the "Subordinated
      Guarantees") and (ii) the obligations of PPL Capital Funding Trust II, a
      statutory business trust formed under the laws of the State of Delaware
      (the "Trust") under the preferred trust securities ("Preferred Trust
      Securities") of the Trust (the "Preferred Trust Securities Guarantees");




PPL Corporation                                 April 5, 2002
Page 2

such Debt Securities and such Guarantees to be issued under an Indenture, as
amended and supplemented by one or more supplements (the "Indenture"), of the
Company and the Guarantor to JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Trustee"); such Subordinated Debt Securities
and such Subordinated Guarantees to be issued under a Subordinated Indenture
(the "Subordinated Indenture"), of the Company and the Guarantor to JPMorgan
Chase Bank, as trustee (the "Subordinated Indenture Trustee"); such Stock
Purchase Contracts and Stock Purchase Units to be issued under a Purchase
Contract Agreement (the "Purchase Contract Agreement"), of the Guarantor to
JPMorgan Chase Bank, as Purchase Contract Agent and trustee (the "Purchase
Contract Agent"); such Preferred Trust Securities to be issued under an Amended
and Restated Trust Agreement of the Trust and JPMorgan Chase Bank, as Property
Trustee (the "Trust Agreement"); and such Preferred Trust Securities Guarantees
to be issued under a Trust Securities Guarantee Agreement of the Guarantor to
JPMorgan Chase Bank (the "Trust Securities Guarantee Agreement"), all as
contemplated by the Registration Statement on Form S-3 (the "Registration
Statement") proposed to be filed by the Company, the Guarantor and the Trust
with the Securities and Exchange Commission on or about the date hereof for the
registration of the Securities and the Securities Guarantees under the
Securities Act of 1933, as amended (the "Act"), and for the qualification under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the
Indenture, the Subordinated Indenture, the Trust Agreement, the Trust Securities
Guarantee Agreement and, to the extent necessary, the Purchase Contract
Agreement.

          I have examined such corporate records, certificates and other
documents and have reviewed such questions of law as I have considered necessary
or appropriate for purposes of the opinions expressed below. Based on such
examination and review, I advise you as follows:

          I am of the opinion that the Guarantor is a corporation duly organized
and validly existing under the laws of the Commonwealth of Pennsylvania.

          I am also of the opinion that the Common Stock will be validly issued,
fully paid and non-assessable when:

          (a) the Registration Statement, as it may be amended, shall have
     become effective under the Act;

          (b) the Finance Committee of the Guarantor's Board of Directors, or a
     duly authorized committee thereof (the "Guarantor Finance Committee"),
     shall have taken such action as may be necessary to authorize the
     Guarantor's issuance and sale of the Common Stock on the terms set forth in



PPL Corporation                                 April 5, 2002
Page 3

     or contemplated by the Registration Statement, as it may be amended, and
     any prospectus supplement relating to Common Stock; and

          (c) the Common Stock shall have been issued and delivered for the
     consideration contemplated by, and otherwise in conformity with, the acts
     and proceedings referred to above.

          I am also of the opinion that the Preferred Stock will be validly
issued, fully paid and non-assessable when:

          (a) The Registration Statement, as it may be amended, shall have
become effective under the Act;

          (b) The Guarantor Finance Committee shall have taken such action as
may be necessary to establish the relative rights and preferences of the
Preferred Stock, as set forth in or contemplated by the Registration Statement,
the exhibits thereto and any prospectus supplement relating to the Preferred
Stock, and shall have taken any other action necessary to the consummation of
the issuance and sale of the Preferred Stock;

          (c) a statement with respect to the shares establishing the Preferred
Stock shall have been filed with the Department of State of the Commonwealth of
Pennsylvania in the form and manner required by law; and

          (d) the Preferred Stock shall have been issued and delivered for the
consideration contemplated by, and otherwise in conformity with, the acts,
proceedings and documents referred to above.

          I am also of the opinion that all requisite action necessary to make
any Stock Purchase Contracts and Stock Purchase Units valid, legal and binding
obligations of the Guarantor will have been taken when:

          (a) the Registration Statement, as it may be amended, shall have
     become effective under the Act and the Purchase Contract Agreement shall
     have become qualified under the Trust Indenture Act, to the extent
     required;

          (b) the Guarantor Finance Committee shall have taken such action as
     may be necessary to authorize the Guarantor's issuance and sale thereof on
     the terms set forth in or contemplated by the Registration Statement, as it
     may be amended, and any prospectus supplement relating to the Stock
     Purchase Contracts and Stock Purchase Units;




PPL Corporation                                 April 5, 2002
Page 4

          (c) the Purchase Contract Agreement shall have been duly executed and
     delivered by the Company and the Purchase Contract Agent in accordance with
     the necessary corporate authorizations; and

          (d) such Stock Purchase Contracts or Stock Purchase Units, as the case
     may be shall have been issued, sold and delivered in accordance with the
     terms and provisions thereof and for the consideration contemplated by, and
     otherwise in conformity with, the acts, proceedings and documents referred
     to above.

          I am further of the opinion that the Securities Guarantees will be
legal, valid and binding obligations of the Guarantor, each enforceable in
accordance with its terms, subject, as to enforcement, to laws relating to or
affecting generally the enforcement of creditors' rights, including, without
limitation, bankruptcy and insolvency laws, and to general principles of equity,
when:

          (a) the Registration Statement, as it may be amended, shall have
become effective under the Act, and the Indenture, the Subordinated Indenture
and the Trust Securities Guarantee Agreement shall have become qualified under
the Trust Indenture Act;

          (b) the Guarantor Finance Committee shall have taken such action as
may be necessary to authorize the Guarantor's issuance of the Securities
Guarantees on the terms set forth in or contemplated by the Registration
Statement, as it may be amended, and any prospectus supplement relating to the
Indenture, the Subordinated Indenture and the Trust Securities Guarantee;

          (c) the Subordinated Indenture and the Purchase Contract Agreement
shall have been duly executed and delivered by the Guarantor and the trustees
thereunder in accordance with the necessary authorizations;

          (d) the Guarantor shall have duly executed and delivered the
Securities Guarantees in accordance with the applicable provisions of the
Indenture, the Subordinated Indenture and the Trust Securities Guarantee and all
necessary corporate authorizations;

          (e) the Trustee shall have duly authenticated the Debt Securities and
the Guarantees endorsed thereon, in accordance with the applicable provisions of
the Indenture; the Subordinated Indenture Trustee shall have duly authenticated
the Subordinated Debt Securities and the Subordinated Guarantees endorsed
thereon, in accordance with the applicable provisions of the Subordinated
Indenture; and the Trust shall have duly issued the Preferred Trust Securities
in accordance with the Trust Agreement; and




PPL Corporation                                 April 5, 2002
Page 5

          (f) the Securities Guarantees shall have been issued and delivered all
as contemplated by, and in conformity with, the acts, proceedings and documents
referred to above.

          The foregoing opinions do not pass upon the validity of the Securities
or the matter of compliance with "blue sky" laws or similar laws relating to the
sale or distribution of the Securities by any underwriters or agents.

          I hereby authorize and consent to the use of this opinion as Exhibit
5.1 to the Registration Statement, and authorize and consent to the references
to me under the caption "Validity of the Securities and the Securities
Guarantees" in the Registration Statement and in the prospectus constituting a
part thereof.

          I am a member of the Pennsylvania Bar and do not hold myself out as an
expert on the laws of any other state. The opinions expressed herein are limited
to the laws of the Commonwealth of Pennsylvania. As to all matters governed by
the laws of the State of New York, I have relied upon the opinion of even date
herewith of Thelen Reid & Priest LLP, counsel for the Company, the Guarantor and
the Trust, which is being filed as Exhibit 5.2 to the Registration Statement.

          In rendering their opinions, Simpson Thacher & Bartlett and Thelen
Reid & Priest LLP may rely upon this opinion as to matters of Pennsylvania law
addressed herein as if this opinion were addressed directly to them. Except as
aforesaid, without my prior written consent, this opinion may not be furnished
or quoted to, or relied upon by, any other person or entity for any purpose.

                                       Very truly yours,

                                       /s/ Michael A. McGrail

                                       Michael A. McGrail