Exhibit 5(a)





                                                                   July 2, 1999


TXU Eastern Funding Company
Crown House
51 Aldwych
London, England
WC2B 4AX

TXU Eastern Holdings Limited
Crown House
51 Aldwych
London, England
WC2B 4AX


Ladies and Gentlemen:

     Reference is made to the proposed exchange (Exchange Offer) by TXU Eastern
Funding Company, a private unlimited company incorporated under the laws of
England and Wales (Issuer), and TXU Eastern Holdings Limited, a private limited
company incorporated under the laws of England and Wales (Guarantor), of any and
all of the Issuer's outstanding 6.15% Senior Notes due May 15, 2002 (Old 6.15%
Notes) for an equal principal amount of the Issuer's 6.15% Exchange Senior Notes
due May 15, 2002 (New 6.15% Notes), any and all of the Issuer's outstanding
6.45% Senior Notes due May 15, 2005 (Old 6.45% Notes) for an equal principal
amount of the Issuer's 6.45% Exchange Senior Notes due May 15, 2005 (New 6.45%
Notes) and any and all of the Issuer's outstanding 6.75% Senior Notes due May
15, 2009 (Old 6.75% Notes and, together with the Old 6.15% Notes and the Old
6.45% Notes, the Old Notes) for an equal principal amount of the Issuer's 6.75%
Exchange Senior Notes due May 15, 2009 (New 6.75% Notes and, together with the
New 6.15% Notes and the New 6.45% Notes, the New Notes), all of such New Notes,
when issued, to be guaranteed by the Guarantor, all as contemplated in the
registration statement on Form S-4 (Registration Statement) to be filed by the
Issuer and the Guarantor, on or about the date hereof, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. I am General
Counselor to the Issuer and the Guarantor.





TXU Eastern Funding Company                 -2-                     July 2, 1999
TXU Eastern Holdings Limited


     In relation to the Exchange Offer, I am of the opinion that:

     1.       The Issuer is a company duly incorporated and validly
              existing under the laws of England and Wales.

     2.       The Guarantor is a company duly incorporated and
              validly existing under the laws of England and Wales.

     3.       All requisite action necessary to make the New Notes
              valid, legal and binding obligations of the Issuer
              and the guarantees relating to the New Notes valid,
              legal and binding obligations of the Guarantor shall
              have been taken when the Exchange Offer shall have
              been completed and any Old Notes validly tendered
              pursuant thereto shall have been exchanged for the
              New Notes as contemplated in the Registration
              Statement.

     I express no opinion as to any laws other than the laws of England in force
at the date of this opinion. As to all matters of New York law, I have relied,
with your consent, upon the opinion of even date herewith addressed to you by
Thelen Reid & Priest LLP, special United States counsel to the Issuer and the
Guarantor.

     I hereby consent to the use of my name in the Registration Statement and to
the use of this opinion as an exhibit thereto.

                                                       Yours faithfully,


                                                       /s/ E J Lean

                                                       E J Lean
                                                       General Counsel