Exhibit F-2
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                                  April 4, 2003


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

                  Re:      FirstEnergy Corp.
                           SEC File No. 70-10102
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Ladies and Gentlemen:

          I have examined the  Application  on Form U-1, dated November 2, 2002,
under the Public  Utility  Holding  Company Act of 1935, as amended (the "Act"),
filed by FirstEnergy  Corp.  ("FirstEnergy")  and GPU  Diversified  Holdings LLC
("Diversified"),  a wholly-owned subsidiary of FirstEnergy,  with the Securities
and Exchange  Commission  and docketed in SEC File No.  70-10102,  as amended by
Amendment No. 1 thereto, dated this date, of which this opinion is to be a part.
(The   Application,   as  so  amended,   is  hereinafter   referred  to  as  the
"Application.")

          The  Application  contemplates,  among other  things,  the transfer by
Diversified of all of its shares of Ballard  Generation  Systems Inc. ("BGS") to
Ballard Power Systems Inc. ("BPS") in exchange for 1,366,063 BPS shares.

          In connection with this opinion, I (or persons under my supervision or
control)  have  examined  copies,  signed,  certified or otherwise  proven to my
satisfaction,  of the charter  documents  and  Amended  Code of  Regulations  of
FirstEnergy.  I  have  also  examined  such  other  documents,  instruments  and
agreements,  and have made such further investigation as I have deemed necessary
as a basis for this opinion.




          I am Associate General Counsel of FirstEnergy,  and have acted as such
in connection with the filing of the Application.

          Based  upon  and  subject  to the  foregoing,  and  assuming  that the
transactions   therein   proposed  are  carried  out  in  accordance   with  the
Application,  I am of the opinion that when the Commission shall have entered an
order forthwith granting the Application:

                    (a)  all  Ohio  and  Pennsylvania  laws  applicable  to  the
          proposed transaction will have been complied with; and

                    (b)  the consummation of the proposed  transaction  will not
          violate the legal  rights of the holders of any  securities  issued by
          FirstEnergy,  or any "associate  company"  thereof,  as defined in the
          Act.

          I 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.


                                  Very truly yours,


                                  Gary D. Benz

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