May 14, 2004

Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003

                Re:  Securities Registered Under the Securities Act of 1933

Ladies and Gentlemen:

I am the Vice President - Legal Services of Consolidated Edison, Inc.'s ("Con
Edison ") principal subsidiary, Consolidated Edison Company of New York, Inc.
("Con Edison of New York"), acting as counsel to Con Edison. I and other members
of Con Edison of New York's Law Department have represented Con Edison in
connection with the sale 14 of million of its Common Shares ($.10 par value)
(the "Securities") The Securities were registered under the Securities Act of
1933 pursuant to Registration Statements on Form S-3 (Nos. 333-114222 and
333-102005; the "Registration Statements").

I have examined such documents as I have deemed necessary for the purpose of
this opinion, including (a) the Restated Certificate of Incorporation and the
By-Laws of Con Edison; and (b) minutes of meetings of the Board of Directors of
Con Edison.

It is my opinion that the Securities have been duly authorized, executed, issued
and delivered by Con Edison and are legally issued, fully paid and
non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statements and to the reference to me under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statements. However, in
giving such consent, I do not thereby admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations thereunder.


                                           Very truly yours,



                                       /s/  Peter A. Irwin
                                            Vice President of Legal Services
                                            Consolidated Edison Company of
                                              New York, Inc.