[Letterhead of Richards, Layton & Finger, P.A.]
March 19, 2002
JCP&L Transition Funding LLC
c/o GPU Service, Inc.
76 South Main Street
Akron, Ohio 44308-1890
Re: JCP&L Transition Funding LLC
----------------------------
Ladies and Gentlemen:
We have acted as special Delaware counsel for FirstEnergy Corp. and
JCP&L Transition Funding LLC, a Delaware limited liability company (the
"Company"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(1) The Certificate of Formation of the Company, dated as of February
24, 2000, (the "Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on February 24, 2000;
(2) The Limited Liability Company Agreement of the Company, dated as
of February 24, 2000, by JCP&L Transition, Inc., a Delaware corporation ("JCP&L
Transition");
(3) The Assignment and Amendment Agreement, dated as of February 19,
2002, between JCP&L Transition and Jersey Central Power & Light Company, a New
Jersey corporation ("Jersey Central");
JCP&L Transition Funding LLC
March 19, 2002
Page 2
(4) A form of Amended and Restated Limited Liability Company Agreement
of the Company (the "LLC Agreement"), to be entered into by Jersey Central,
attached as an exhibit to the Registration Statement (as defined below);
(5) Amendment No. 1 to the Registration Statement on Form S-3 (the
"Registration Statement"), including a prospectus as supplemented by a
prospectus supplement (jointly, the "Prospectus"), relating to the Transition
Bonds, Series 2002-A of the Company (the "Bonds"), as proposed to be filed with
the Securities and Exchange Commission on or about March 19, 2002;
(6) A form of Indenture (the "Indenture") and related 2002-A Series
Supplement, each to be entered into between the Company and The Bank of New
York, attached as an exhibit to the Registration Statement; and
(7) A Certificate of Good Standing for the Company, dated March 19,
2002, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are used as
defined in the LLC Agreement.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (g) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (g) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the LLC
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the admission
of members to, and the creation, operation, dissolution and termination of, the
Company, and that the LLC Agreement and the Certificate are in full force and
effect and have not been amended and no amendment of the LLC Agreement or the
Certificate is pending or has been proposed, (ii) except to the extent provided
in paragraph 1 below, that each of the parties to the documents examined by us
has been duly created, organized or formed, as the case may be, and is validly
existing in good standing under the laws of the jurisdiction governing its
JCP&L Transition Funding LLC
March 19, 2002
Page 3
creation, organization or formation, (iii) the legal capacity of natural persons
who are parties to the documents examined by us, (iv) except to the extent
provided in paragraph 2 below, that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, and (v) except to the extent
provided in paragraph 3 below, that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents. We
have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited Liability
Company Act, 6 Del. C.ss.18-101, et seq. (the "Act").
2. Under the Act and the LLC Agreement, the Company has all necessary
limited liability company power and authority to execute and deliver the
Indenture and to issue the Bonds, and to perform its obligations under the
Indenture and the Bonds.
3. Under the Act and the LLC Agreement, the execution and delivery by
the Company of the Indenture and the Bonds, and the performance by the Company
of its obligations under the Indenture and the Bonds, have been duly authorized
by all necessary limited liability company action on the part of the Company.
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March 19, 2002
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Various Legal Matters
Relating to the Transition Bonds" in the Prospectus. In giving the foregoing
consents, we do not thereby 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 regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any other Person
for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/GWN