May 31, 2000
Monongahela Power Company,
1310 Fairmont Avenue,
Fairmont, West Virginia, 26555-1392.
Ladies and Gentlemen:
In connection with the registration under the
Securities Act of 1933 (the "Act") of unsecured debt
securities (the "New Debt Securities") and first mortgage
bonds (the "First Bonds" and together with the New Debt
Securities, the "Securities") of Monongahela Power Company,
an Ohio corporation (the "Company"), with an aggregate
initial offering price up to $253,475,000, we, as your
counsel, have examined such corporate records, certificates
and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this
opinion.
Upon the basis of such examination, we advise you
that, in our opinion:
(i) when the Registration Statement has become
effective under the Act, the terms of the New Debt
Securities and of their issuance and sale have been
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duly established in conformity with the Indenture,
dated as of May 22, 2000, between the Company and Bank
One Trust Company, as Trustee, so as not to violate any
applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company
or of the Company's articles of incorporation and so as
to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction
over the Company, the issuance and sale of the New Debt
Securities by the Company has received the necessary
state regulatory approval and the New Debt Securities
have been duly executed and authenticated in accordance
with such Indenture and issued and sold as contemplated
in the Registration Statement and in conformity with
any orders under the Public Utility Holding Company Act
of 1935 and of the Public Utilities Commission of Ohio
relating to the New Debt Securities, the New Debt
Securities will constitute valid and legally binding
obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to
general equity principles; and
(ii) when the Registration Statement has become
effective under the Act, the Supplemental Indenture
relating to the New Bonds, supplementing the Indenture,
dated as of August 1, 1945, between the Company and
Citibank, N.A., as Trustee, has been duly authorized,
executed and delivered, the terms of the New Bonds and
of their issuance and sale have been duly established
in conformity with such Indenture so as not to violate
any applicable law or result in a default under or
breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or
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restriction imposed by any court or governmental body
having jurisdiction over the Company, the issuance and
sale of the New Bonds by the Company has received the
necessary state regulatory approval, and the New Bonds
have been duly executed and authenticated in accordance
with such Supplemental Indenture and issued and sold as
contemplated in the Registration Statement and in
conformity with any orders under the Public Utility
Holding Company Act of 1935 and of the Public Utilities
Commission of Ohio relating to the New Bonds, the New
Bonds will constitute valid and legally binding
obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to
general equity principles.
In rendering the foregoing opinion, we have relied
as to certain matters on information obtained from public
officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
references to us under the heading "Validity of Debt
Securities" in the Prospectus. In giving such consent, we do
not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Sullivan & Cromwell
