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EXHIBIT 5
CENTERIOR ENERGY LOGO
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6200 Oak Tree Boulevard Mail Address: TERRENCE G. LINNERT
Independence, OH P. O. Box 94661 Senior Vice President,
216-447-3121 Cleveland, OH 44101-4661 Chief Financial Officer
Fax 216-447-2592 General Counsel
August 13, 1996
Centerior Energy Corporation
Post Office Box 94661
Cleveland, Ohio 44101-4661
Gentlemen:
With reference to the proposed issue and sale of the amount of Common Stock
(the "Stock") of Centerior Energy Corporation (the "Company") set forth in the
Registration Statement described below pursuant to the Centerior Energy
Corporation Dividend Reinvestment and Stock Purchase Plan (the "Plan"), I am
counsel for the Company, and I have examined the following:
(a) A copy of the Company's Amended Articles of Incorporation, as amended
to date, as filed with the Secretary of State of Ohio;
(b) A copy of the Company's Regulations, certified by the Secretary of the
Company;
(c) A copy of resolutions of the Company's Board of Directors regarding the
Stock, certified by the Secretary of the Company;
(d) A form of the certificate representing the Stock;
(e) The Registration Statement on Form S-3 relating to the Stock which is
being filed with the Securities and Exchange Commission on this date and the
documents incorporated by reference therein (said Registration Statement,
including said documents incorporated by reference therein, being referred to as
the "Registration Statement");
(f) The Prospectus (the "Prospectus") pursuant to Section 10(a) of the
Securities Act of 1933 (the "Securities Act"), which is part of the Registration
Statement;
(g) A copy of the Plan; and
(h) Such other documents and matters as I deem necessary to express this
opinion.
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Based on the foregoing and such legal considerations as I deem relevant, I
am of the opinion that:
(1) The Company is a corporation duly organized and validly existing and in
good standing under the laws of the State of Ohio, with power to authorize the
issue and sale of the Stock; and
(2) Upon the issuance and sale of the Stock in accordance with the
Registration Statement when the same shall have become effective, the Stock will
be legally issued, fully paid and non-assessable.
The statements as to matters of law and legal conclusions under the
headings "General Regulation", "Environmental Regulation", "Electric Rates",
"Title to Property" and "Legal Proceedings" in the Company's Annual Report on
Form 10-K incorporated by reference in the Registration Statement, as
supplemented by any Quarterly and Current Reports on Forms 10-Q and 8-K,
respectively, which have been incorporated by reference therein, and under the
heading "Description of Common Stock" in the Prospectus, and under the heading
"Indemnification of Directors and Officers" in both the Prospectus and the
Registration Statement, have been prepared by me, and in my opinion such
statements as to such matters and conclusions are correct.
I hereby consent (a) to the use of my name in connection with the
statements as to matters of law and legal conclusions under the headings in the
documents described in the paragraph immediately preceding, (b) to the inclusion
in and incorporation by reference into, as the case may be, the Prospectus of
the statements as to matters of law and legal conclusions referred to in clause
(a) of this sentence and to be contained in any documents hereafter incorporated
by reference into the Prospectus and referred to in such documents as having
been reviewed by me and (c) to the filing of this opinion and consent with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
Respectfully submitted,
/S/ TERRENCE G. LINNERT
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Terrence G. Linnert
General Counsel