F. Opinion of Counsel




March 30, 2001



Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549

Gentlemen:

     Referring  to  the  Application or  Declaration  on  Form  U-1
previously  filed  by  Allegheny Energy, Inc. et.  al.  ("Allegheny
Energy")  under the Public Utility Holding Company Act of 1935,  as
amended,  in  File No. 70-9801, Enron acquisition  application,  as
described  in the application or declaration of which this  Opinion
is  a part, I have examined or caused to be examined such documents
and  questions of law as I deemed necessary to enable me to  render
this  opinion.   I understand that the actions taken in  connection
with  the  proposed  transactions will be in  accordance  with  the
Application  or  Declaration;  that  all  amendments  necessary  to
complete  the  above-mentioned Application or Declaration  will  be
filed  with the Commission; and that all other necessary  corporate
action  by  the Board of Directors and officers in connection  with
the described transactions has been or will be taken prior thereto.

     Based  upon  the foregoing, I am of the opinion that  if  that
said  application  or declaration is permitted to become  effective
and   the  proposed  transactions  are  consummated  in  accordance
therewith:  (a) all required state laws applicable to the  proposed
transactions will have been complied with; (b) each issuer,  seller
or  guarantor of securities is validly organized and duly existing;
c)  the  securities  will be validly issued,  full  paid  and  non-
assessable,  the  securities will validly  and  duly  obligate  the
issuers, and the holders thereof will be entitled to the rights and
privileges  set  forth  therein; (d) each applicant,  will  legally
acquire  any  securities, and applicants will legally  acquire  all
interests as described herein; (e) the consummation of the proposed
transactions  will not violate the legal rights of the  holders  of
any  of  the  securities  issued by  Allegheny  Energy  or  by  any
associate or affiliate company; and (f) all debt securities will be
valid  and  binding  obligations of  the  issuer  or  guarantor  in
accordance with the terms thereof.

     I  consent  to  the  use  of  this  Opinion  as  part  of  the
Application or Declaration that has been filed by Allegheny  Energy
in File No. 70-9801.


                                                  Sincerely,

                                                  /S/ ANTHONY WILSON