EXHIBIT 5(a)
[Thelen, Reid & Priest LLP Letterhead]
September 28, 2004
Jersey Central Power & Light Company
c/o FirstEnergy Corp.
70 South Main Street
Akron, Ohio 44308-1890
Re: Registration Statement on Form S-4
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Ladies and Gentlemen:
Jersey Central Power & Light Company (the "Company") has filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"), a Registration Statement on
Form S-4 dated September 16, 2004, as amended by Amendment No. 1 thereto, dated
the date hereof (the "Registration Statement"), of which this opinion is to be a
part. The Registration Statement relates to the proposed offer (the "Exchange
Offer") by the Company to exchange any and all of its outstanding 5.625% Senior
Notes due 2016 (the "Original Notes") for an equal principal amount of the
Company's 5.625% Exchange Senior Notes due 2016 (the "Exchange Notes") to be
registered under the 1933 Act. The Original Notes were, and the Exchange Notes
will be, issued under the indenture, dated as of July 1, 1999 (the "Indenture"),
between the Company and The Bank of New York, as successor trustee. The Original
Notes are, and the Exchange Notes will be, secured by first mortgage bonds until
a release date described in the Prospectus which is part of the Registration
Statement.
We have been counsel to the Company for many years. In such
capacity, we are familiar with the affairs of the Company and the transactions
that are the subject matter of the Registration Statement. We have examined such
corporate records of the Company and such other instruments, documents,
certificates and agreements, including the Indenture, and made such further
investigation as we have deemed necessary as a basis for this opinion.
For the purposes of this opinion, we have assumed that (1) the
proposed transactions are carried out on the basis set forth in the Registration
Statement and in conformity with the requisite authorizations, approvals,
consents or exemptions under the
Jersey Central Power & Light Company
September 28, 2004
Page 2
securities laws of the various States and other jurisdictions of the United
States, (2) prior to the issuance and delivery of the Exchange Notes, all
necessary corporate action required on the part of the Company shall have been
duly taken and all necessary documents relating thereto shall have been executed
and delivered, (3) the Commission shall have issued an order declaring the
Registration Statement effective under the 1933 Act, and (4) the issuance and
delivery of the Exchange Notes do not violate Section 12(f) of the Public
Utility Holding Company Act of 1935, as amended, or Rule 70 thereunder.
Based upon the foregoing, we are of the opinion that, subject
to the foregoing assumptions and qualifications, the Exchange Notes have been
duly authorized for issuance and, when duly executed by the Company, properly
authenticated by the Trustee under the Indenture and delivered by the Company in
exchange for an equal principal amount of Original Notes as contemplated by the
Registration Statement, the Exchange Notes will be legally issued and will be
binding obligations of the Company, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws
affecting creditors' rights generally (including, without limitation, the Atomic
Energy Act and applicable regulations of the Nuclear Regulatory Commission
thereunder) and general equitable principles.
Certain members of this firm are admitted to the Bar of the
State of New Jersey. We express no opinion herein as to the laws of any
jurisdiction other than the laws of the State of New Jersey. Our opinions are
limited to the specific issues addressed and are limited in all respects to laws
and facts existing on the date of this letter.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as a part thereof. We also consent to the
reference to our firm under "Legal Matters" in the Prospectus which is a part of
the Registration Statement.
Very truly yours,
/s/ Thelen Reid & Priest LLP