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EXHIBIT 5
[LETTERHEAD OF LEILA L. VESPOLI, ESQ.,
VICE PRESIDENT AND GENERAL COUNSEL OF FIRSTENERGY CORP.]
September 22, 2000
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
I am Vice President and General Counsel of FirstEnergy Corp., an Ohio
corporation (the "Company"). This opinion is furnished to you in connection with
a registration statement on Form S-4 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933 for the registration of shares of the Company's common stock, $0.10
par value per share (the "Shares"). The Shares are to be issued pursuant to the
Agreement and Plan of Merger dated as of August 8, 2000 (the "Merger Agreement")
by and between the Company and GPU, Inc. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Merger Agreement.
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of
(i) the Registration Statement,
(ii) the Company's Articles of Incorporation, as in effect on the date
hereof and as proposed to be amended in connection with the merger as
described in the Registration Statement,
(iii) the Company's Regulations, as in effect on the date hereof,
(iv) the Merger Agreement, and
(iv) the resolutions of the Board of Directors of the Company relating to
the Merger Agreement and the transactions contemplated thereby, including
the amendment of the Articles of Incorporation.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations, as I have deemed relevant and necessary as a basis for
this opinion.
In such examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, I am of the opinion that the Shares, when issued in accordance
with the Merger Agreement including, without limitation, following the adoption
by the shareholders of the Company of the Merger Agreement and the related
amendment of the Company's Articles of Incorporation, will have been duly
authorized, legally issued, fully paid and nonassessable.
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This opinion is rendered to you in connection with the above described
transaction. I hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the use of my name therein and in the
related joint proxy statement/prospectus under the caption "Legal Matters."
I am a member of the Bar of the State of Ohio, and I do not express any opinion
herein concerning any law other than the law of the State of Ohio and the
federal law of the United States.
Very truly yours
/s/ LEILA L. VESPOLI, ESQ.
