August 12, 2004

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

            Re:  Securities Being 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 filing by Con Edison with the Securities and Exchange
Commission of a Registration Statement on Form S-8 registering 5,000,000 common
shares (the "Common Shares") under The Consolidated Edison, Inc. Stock Purchase
Plan (the "Plan").

     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) the minutes of meetings of the Board of Directors
of Con Edison. It is my opinion that the Common Shares reserved for issuance
under the Plan will, when issued in accordance with the terms of the Plan, be
validly issued, fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                                Very truly yours,



                                          /s/   Peter A. Irwin
                                                Peter A. Irwin