Exhibit 5(c) and 8(a)




                                                          (212) 603-2000



                                                          New York, New York
                                                          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.





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



     In relation to the Exchange Offer, we are of the opinion that 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.

     We are members of the New York Bar and do not hold ourselves out as experts
on the laws of England. Accordingly, in rendering this opinion, we have relied,
with your consent, as to all matters of English law, upon the opinions of even
date herewith addressed to you by E.J. Lean, general counsel for the Issuer and
the Guarantor.

     We confirm our opinion as set forth under the caption CERTAIN INCOME TAX
CONSIDERATIONS --"US Income Tax Considerations" in the prospectus constituting a
part of the Registration Statement.

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

                                            Very truly yours,


                                            /s/ Thelen Reid & Priest LLP

                                            Thelen Reid & Priest LLP