Exhibit 5.1

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
February 20, 2020
FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
| Re: | $300,000,000 of 2.050% Notes, Series A, due 2025, |
$600,000,000 of 2.650% Notes, Series B, due 2030 and
$850,000,000 of 3.400% Notes, Series C, due 2050 of FirstEnergy Corp.
Ladies and Gentlemen:
We are acting as counsel for FirstEnergy Corp., an Ohio corporation (the “Company”), in connection with the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 2.050% Notes, Series A, due 2025, $600,000,000 aggregate principal amount of the Company’s 2.650% Notes, Series B, due 2030 and $850,000,000 aggregate principal amount of the Company’s 3.400% Notes, Series C, due 2050 (collectively, the “Securities”), pursuant to the Underwriting Agreement, dated February 18, 2020 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, acting as representatives of the several Underwriters named therein (in such capacity the “Representatives”). The Securities are being issued under the Indenture, dated as of November 15, 2001 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented by an Officer’s Certificate, dated February 20, 2020 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Securities will constitute valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Securities have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
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