November 17, 2000
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under the Securities Act of 1933
Ladies and Gentlemen:
I am an Associate General Counsel and Assistant Secretary of
Consolidated Edison Company of New York, Inc. ("Con Edison of New York"). I and
other members of Con Edison of New York's Law Department have represented Con
Edison of New York in connection with the filing by Con Edison of New York with
the Securities and Exchange Commission of a Registration Statement on Form S-3
registering $500 million of unsecured debt securities of Con Edison of New York
(the "Securities") for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Registration Statement"). The Securities are to be
issued under the Indenture, dated as of December 1, 1990, between Con Edison of
New York and The Chase Manhattan Bank (successor to The Chase Manhattan Bank
(National Association)), as Trustee (the "Trustee"), as amended and supplemented
by a First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as
so amended and supplemented, is herein referred to as the "Indenture").
I have examined such documents as I have deemed necessary for the purpose
of this opinion, including (a) the Certificate of Incorporation and the By-Laws
of Con Edison of New York; (b) the Indenture; and (c) minutes of meetings of the
Board of Trustees of Con Edison of New York. It is my opinion that the
Securities will become the legal, valid and binding obligations of Con Edison of
New York in accordance with their terms upon:
1. the issuance of an order by the Public Service Commission of the
State of New York (the "PSC") authorizing Con Edison of New York to
issue the Securities and the compliance therewith by Con Edison of
New York, and the issuance by the PSC, to the extent required by the
terms of the order, of a letter to the effect that such order is no
longer subject to abrogation with respect to the Securities;
2. the due authorization and execution of the Securities by Con Edison
of New York;
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3. the due authentication and delivery of the Securities in
accordance with the Indenture; and
4. the receipt by Con Edison of New York of payment for the
Securities at the price and in accordance with the terms set forth
in the Registration Statement and the supplement or supplements to
the prospectus constituting a part thereof.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. However, in giving
such consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
Peter A. Irwin
