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                                                                     Exhibit 8.1


                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
                             333 West Wacker Drive
                            Chicago, Illinois 60606
                                (312) 407-0700



                                     November 21, 2001




EME Homer City Generation L.P.
1750 Power Plant Road
Homer City, Pennsylvania 15748-8009

Ladies and Gentlemen:

                  We have acted as special counsel to Edison Mission Holdings
Co., a California corporation ("EMH") and EME Homer City Generation L.P., a
Pennsylva nia limited partnership ("Generation") in connection with the
preparation of the solicitation by EMH of consents (the "Consent Solicitation")
of the holders of its 8.137% Senior Secured Bonds due 2019 and its 8.734% Senior
Secured Bonds due 2026 previously issued pursuant to the Indenture, dated as of
May 27, 1999, between EMH and The Bank of New York, as successor trustee to the
United States Trust Company of New York (the "Trustee"). The Consent
Solicitation will be conducted pursuant to the Consent Solicitation Statement,
which forms a part of the Registra tion Statement on Form S-4 (including any
amendments thereto) filed with the Securities and Exchange Commission (the
"Registration Statement" and the "Com mission," respectively), which serves as a
prospectus for the 8.137% Senior Secured Bonds due 2019 and the 8.734% Senior
Secured Bonds due 2026 (collectively, the "New Bonds") to be issued by Homer
City Funding, LLC, a Delaware limited liability company ("Newco"). The New Bonds
are to be issued pursuant to an amended and restated indenture, to be entered
into by Newco and the Trustee as part of a leveraged lease financing of electric
generating facilities owned by Generation. We are rendering this opinion at your
request in connection with the Consent Solicitation.

                  We hereby confirm the opinion of counsel set forth in the
Registration Statement under the heading "MATERIAL UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS" and consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we


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EME Homer City Generation L.P.
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do not admit that we 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 Regula tions of the Commission thereunder.

                             Very truly yours,


                             /s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)






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