Exhibit 5
                                                                 
                      Troutman Sanders LLP
                        Nationsbank Plaza
             600 Peachtree Street, N.E. - Suite 5200
                  Atlanta, Georgia  30308-2216
                        October 23, 1997

NRG Generating (U.S.) Inc.
1221 Nicollet Mall
Suite 610
Minneapolis, Minnesota  55403-2445

          Re:  Registration Statement on Form S-8

Gentlemen:

      This  opinion  is  being delivered in connection  with  the
filing by NRG Generating (U.S.) Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the
Securities  Act of 1933, as amended, of a Registration  Statement
on  Form S-8 (the "Registration Statement") with respect  to  the
proposed  offering  by  the Company of an  aggregate  of  750,000
shares  of  the Company's Common Stock, par value $.01 per  share
(the  "Shares"),  to  be  issued  in  connection  with  the   NRG
Generating  (U.S.)  Inc.  1996 Stock  Option  Plan  and  the  NRG
Generating (U.S.) Inc. 1997 Stock Option Plan (collectively,  the
"Plans").

      As  counsel for the Company, we have examined the  relevant
corporate  documents,  as  well as the relevant  state  statutes,
incident  to  the  giving of this opinion, and we  are  generally
familiar with the affairs of the Company.

      Based  upon the foregoing, we are of the opinion  that  the
Shares  reserved for issuance in accordance with the  Plans  have
been  duly authorized and will, when and to the extent issued  in
connection  with  and  in  accordance with  the  Plans  and  such
relevant  stock  option  agreements  granted  thereunder,  for  a
consideration  at  least equal to the par value  of  such  option
shares, be validly issued, fully paid and nonassessable.

      We  are  members of the Bar of the State  of  Georgia.   In
expressing  the opinions set forth above, we are not  passing  on
the laws of any jurisdiction other than the laws of the State  of
Georgia, the General Corporation Law of the State of Delaware and
the Federal law of the United States of America.

      We  hereby consent to the use of this opinion as an exhibit
to the Registration Statement.

                                   Very truly yours,

                                   /s/ Troutman Sanders LLP