EXHIBIT 5(b)


                                                        THELEN REID & PRIEST LLP
                                                                Attorneys at Law
                                                        ------------------------

                                                                875 Third Avenue
                                                         New York, NY 10022-6225

                                                               Tel. 212.603.2000
                                                               Fax  212.603.2001

                                                              www.thelenreid.com


                                          December 23, 2002


FPL Group, Inc.
FPL Group Capital Inc
700 Universe Boulevard
Juno Beach, Florida 33408


Ladies and Gentlemen:

     As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"), and
FPL Group Capital Inc, a Florida corporation ("FPL Group Capital"), we have
participated in the preparation of a joint registration statement on Form S-3 to
be filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended ("Securities Act") on or about the date hereof (the
"Registration Statement"), in connection with the proposed offering of up to
$1,337,450,000 aggregate amount of (i) FPL Group Capital's unsecured debt
securities ("Debentures"); (ii) FPL Group's guarantee relating to the Debentures
("Guarantee"); (iii) shares of FPL Group's common stock, $.01 par value ("Common
Stock"), including the preferred share purchase rights ("Rights") attached
thereto (collectively, "Shares"); (iv) contracts to purchase the Shares or other
agreements or instruments requiring FPL Group to sell the Shares (collectively,
"Stock Purchase Contracts"); and (v) units, each representing ownership of a
Stock Purchase Contract and either Debentures or debt securities of third
parties, including U.S. Treasury securities ("Stock Purchase Units"). In
connection therewith, we have reviewed such documents and records as we have
deemed necessary to enable us to express an opinion on the matters covered
hereby.

     Based upon the foregoing, we are of the opinion that:

     1. The Debentures and the Guarantee will be valid, legal and binding
obligations of FPL Group Capital and FPL Group, respectively, except as limited
or affected by bankruptcy, insolvency, reorganization, receivership, moratorium
or other laws affecting creditors' rights and remedies generally and general
principles of equity, when:

          a. a duly-authorized officer of FPL Group Capital, acting within the
authority granted by resolutions of the Board of Directors of FPL Group Capital,
approves and establishes the terms and provisions of the Debentures in




FPL Group, Inc.
FPL Group Capital Inc
December 23, 2002
Page 2


accordance with the Indenture (For Unsecured Debt Securities) dated as of June
1, 1999, between FPL Group Capital and The Bank of New York, as Trustee; and

          b. the Debentures are issued and sold in accordance with their
respective terms and provisions and as contemplated by the Registration
Statement.

     2. The shares of Common Stock will be validly issued, fully paid and
non-assessable when:

          a. FPL Group's Board of Directors (or a senior executive officer of
FPL Group pursuant to express authority conferred on such officer by the Board
of Directors) shall have adopted appropriate resolutions approving and
authorizing the issuance and sale of the Common Stock and any other action
necessary to the consummation of the proposed issuance and sale thereof; and

          b. the Common Stock shall have been issued and sold for the
consideration contemplated by such resolutions, and otherwise as contemplated by
the Registration Statement.

     3. The Rights, when issued in accordance with the terms of the Rights
Agreement and as contemplated by the Registration Statement, will be validly
issued subject to the terms of the Rights Agreement.

     4. The Stock Purchase Contracts and Stock Purchase Units will be valid,
legal and binding obligations of FPL Group, except as limited or affected by
bankruptcy, insolvency, reorganization, receivership, moratorium or other laws
affecting creditors' rights and remedies generally and general principles of
equity, when:

          a. FPL Group's Board of Directors (or a senior executive officer of
FPL Group pursuant to express authority conferred on such officer by the Board
of Directors) shall have adopted appropriate resolutions to establish the terms
of such Stock Purchase Contracts or Stock Purchase Units, as the case may be;
and

          b. such Stock Purchase Contracts or Stock Purchase Units, as the case
may be, shall have been issued and delivered in accordance with the terms and
provisions thereof and as contemplated by the Registration Statement.

     The opinion set forth in paragraph 3 herein is subject to the same
limitations and qualifications contained in the opinion of Steel Hector & Davis
LLP referred to below.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us in the prospectus
included in the Registration Statement under the caption "Legal Opinions."




FPL Group, Inc.
FPL Group Capital Inc
December 23, 2002
Page 3


     We are members of the New York Bar and this opinion is limited to the laws
of the State of New York and the federal laws of the United States insofar as
they bear on the matters covered hereby. As to all matters of Florida law, we
have relied, with your consent, upon the opinion of even date herewith rendered
to you by Steel Hector & Davis LLP, Miami, Florida. As to all matters of New
York law, Steel Hector & Davis LLP, is authorized to rely upon this opinion as
if it were addressed to it.

                                          Very truly yours,

                                          /s/ Thelen Reid & Priest LLP

                                          THELEN REID & PRIEST LLP