EXHIBIT F-1


                    [Letterhead of Thelen Reid & Priest LLP]


                                December 2, 2005


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

          Re:  FirstEnergy Corp. - File No. 70-10322
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Ladies and Gentlemen:

     We have examined the Application or Declaration on Form U-1, as amended
(the "Application"), under the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed in the above-referenced proceeding by FirstEnergy
Corp. ("FirstEnergy") and certain of its public-utility subsidiary companies
named therein, of which this opinion is to be a part.

     The Application requests authorization for Ohio Edison Company ("Ohio Ed"),
Pennsylvania Power Company ("Penn Power"), The Cleveland Electric Illuminating
Company ("Cleveland Electric"), and The Toledo Edison Company ("Toledo Edison")
(collectively, the "Utility Subsidiaries") to transfer their respective
undivided interests in certain nuclear power plants and related assets and
liabilities to FirstEnergy Nuclear Generation Corp. ("FE Nuclear"), a new
subsidiary of FirstEnergy, for FE Nuclear to issue promissory notes to Penn
Power, Cleveland Electric and Toledo Edison in consideration for such assets and
to assume certain liabilities of the Utility Subsidiaries, and for FE Nuclear to
engage in future financing transactions.

     We have also examined copies, signed, certified or otherwise proven to our
satisfaction, of the governing documents of FirstEnergy, the Utility
Subsidiaries and FE Nuclear and such other documents, instruments and
agreements, and have made such further investigation as we have deemed necessary
as a basis for this opinion.

     We are members of the bars of the States of New Jersey and New York and are
not expert in the laws of any jurisdiction other than the laws of such states
and the federal laws of the United States of America. As to all matters herein
which are governed by the laws of the State of Ohio and the Commonwealth of
Pennsylvania, we have relied upon the opinion of Gary D. Benz, Esq., which is
being filed as Exhibit F-2 to the Application.

     Based upon and subject to the foregoing, and assuming that the proposed
transactions are carried out in accordance with the Commission's order in this
proceeding, we are of the opinion that:





          (a) all State laws applicable to the proposed transactions will
          have been complied with;

          (b) FE Nuclear is validly organized and existing under the laws
          of the State of Ohio; and the promissory notes to be issued to
          Penn Power, Cleveland Electric and Toledo Edison and short-term
          and long-term debt securities to be issued by FE Nuclear to third
          parties, all as described in the Application, will be valid and
          binding obligations of FE Nuclear;

          (c) FE Nuclear will legally acquire the nuclear power plant
          assets to be transferred by the Utility Subsidiaries and Penn
          Power, Cleveland Electric and Toledo Edison will legally acquire
          the promissory notes to be issued by FE Nuclear;

          (d) the proposed transactions will not violate the legal rights
          of the holders of any securities issued by FirstEnergy.

     We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith. This opinion may not be relied upon by any other person
for any other purpose.


                                         Very truly yours,


                                         THELEN REID & PRIEST LLP


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