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Exhibit 5.2
August 10, 1995
Ohio Edison Company
76 South Main Street
Akron, Ohio 44308
and
Ohio Edison Financing Trust
76 South Main Street
Akron, Ohio 44308
Re: Registration Statement on Form S-3
Dear Ladies and Gentlemen:
I am Senior Vice President and General Counsel
for Ohio Edison Company, an Ohio corporation (the "Company"). In connection
with the preparation and filing with the Securities Exchange Commission (the
"Commission") of the registration statement on Form S-3 (the "Registration
Statement") to register under the Securities Act of 1933, as amended (the
"Act"), up to $118,556,702 aggregate principal amount of the Company's junior
subordinated debentures (the "Subordinated Debentures") to be issued under the
indenture (the "Indenture") to be entered into between the Company and The Bank
of New York, as Trustee, up to $115,000,000 aggregate liquidation amount of
preferred securities (the "Preferred Securities") to be issued by Ohio Edison
Financing Trust, a Delaware statutory business trust sponsored by the Company
(the "Trust") and created by a trust agreement dated as of the date hereof (the
"Original Trust Agreement") which is to be amended and restated by an amended
and restated trust agreement (together with the Original Trust Agreement, the
"Trust Agreement") providing for the issuance and sale of the Preferred
Securities, and the related guarantee to be delivered concurrently therewith by
Ohio Edison and The Bank of New York, as Trustee under the guarantee (the
"Guarantee"), I have examined (i) the Registration Statement and exhibits
thereto, including the prospectus comprising a part thereof (the "Prospectus");
(ii) the Company's Articles of Incorporation and Code of Regulations, both as
amended; (iii) documents issued by public officials as to the
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existence of the Company and the Trust under the laws of the States of Ohio and
Delaware; (iv) the Indenture, in substantially the form filed as Exhibit 4.3 to
the Registration Statement; (v) the Guarantee, in substantially the form filed
as Exhibit 4.6 to the Registration Statement; (vi) a certificate of trust of
the Trust, as filed with the Secretary of State of the State of Delaware (the
"Certificate"); (vii) the Trust Agreement, in substantially the form filed as
Exhibits 4.2 and 4.3 to the Registration Statement; and (viii) such other
documents and records of the Company and the Trust, and such matters of law, as
I considered to be necessary to enable me to render this opinion.
For purposes of this opinion, I have assumed (i)
the Trust Agreement and the Certificate are in full force and effect and have
not been amended, (ii) the due organization or due formation, as the case may
be, and valid existence in good standing of each party to the documents
examined by me under the laws of the jurisdiction governing its organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by me, (iv) the power and authority of each of the parties
to the documents examined by me to execute and deliver, and to perform its
obligation under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by me, (vi) the
receipt by each person to whom a Preferred Security is to be issued by the
Trust (collectively, the "Preferred Security Holders") of a Preferred
Securities Certificate for such Preferred Security and the payment for the
Preferred Security acquired by it, in accordance with the Trust Agreement, the
Registration Statement and the Prospectus, and (vii) the issuance and sale of
the Preferred Securities to the Preferred Security Holders in accordance with
the Trust Agreement, the Registration Statement and the Prospectus. I have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly
incorporated and validly existing in good standing under the laws of the State
of Ohio.
2. Subject to final approval by the Board of
Directors of the Company (or by the committee or person to whom the Board
delegates the authority to grant such final approval) of (i) the terms of the
Subordinated Debentures and the Guarantee, as well as the final terms of the
Trust Agreement and (ii) the terms of sale of the Preferred
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Securities and the Subordinated Debentures, the Company has duly and validly
authorized the issuance of the Subordinated Debentures, and the execution and
delivery of the Indenture and the Guarantee.
3. Subject to clauses (i) and (ii) of
paragraph 2 above, the Subordinated Debentures, when issued, sold and delivered
as contemplated in the Registration Statement and the Prospectus and in
accordance with the authorization thereof by the Board of Directors of the
Company (or by the committee or person to whom the Board delegates such
authority) and executed and authenticated in accordance with the Indenture,
will be valid, legal and binding obligations of the Company, enforceable in
accordance with their terms against the Company, except as may be limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or affecting the
enforcement of creditors' rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
4. Subject to clauses (i) and (ii) of
paragraph 2 above, the Guarantee will be a valid, legal and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
except as may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the enforcement of creditors' rights generally and
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), provided (i) the Preferred
Securities have been issued in accordance with the terms and provisions of the
Trust Agreement and (ii) the Preferred Securities and the Guarantee have each
been issued and delivered as contemplated in the Registration Statement and the
Prospectus.
Paragraphs 3 and 4 of this opinion are subject to
the Registration Statement's becoming effective with no stop order with respect
thereto having been issued by the Commission, and to the order which has been
issued by The Public Utilities Commission of Ohio remaining in effect,
authorizing the issuance of the Preferred Securities, the Subordinated
Debentures and the Guarantee on the terms contemplated in the Registration
Statement and the Prospectus.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the use of my
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name under the caption "Validity of the Securities" in the Prospectus.
In rendering this opinion, I have relied as to all
matters governed by the laws of the State of Delaware upon the opinion of
Richards, Layton & Finger, P.A., special Delaware counsel for the Company and
the Trust, which is being filed as an exhibit to the Registration Statement.
Very truly yours,
Anthony J. Alexander
Senior Vice President & General
Counsel of Ohio Edison Company