Exhibit 5.3











                                          April 5, 2002



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 proposed to be filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), on the date hereof (the "Registration Statement"), relating to the
issuance by the Company of up to an aggregate of $750,000,000 of proceeds of
shares 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"), together with any additional shares of such stock that may
be issued by the Company in connection with the offering described in the
Registration Statement pursuant to Rule 462(b) (as prescribed by the Commission
under the Act) (collectively, the "Shares").

          We have examined the Registration Statement and a form of the share
certificate relating to the Common Shares and the Articles of Amendment of the
Company, each of 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




PPL Corporation                       -2-                         April 5, 2002

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, (b) the filing of Articles of
Amendment of the Company containing the designation relating to any Preferred
Shares, and (c) due issuance and delivery of the Shares, upon payment therefor
in accordance with the applicable definitive underwriting, agency or other
appropriate 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.




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          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