EXHIBIT 8.1
WINTHROP, STIMSON, XXXXXX & XXXXXXX
XXX XXXXXXX XXXX XXXXX
XXX XXXX, XX 00000-0000
TELEPHONE: 000-000-0000
TELEFAX: 000-000-0000
September 22, 2000
FirstEnergy Corp.
00 Xxxxx Xxxx Xxxxxx
Xxxxx, Xxxx 00000
Re: Agreement and Plan of Merger between
FirstEnergy Corp. and GPU, Inc.
Dated as of August 8, 2000
Ladies and Gentlemen:
We have acted as counsel for FirstEnergy Corp., an Ohio corporation
("FirstEnergy"), in connection with the proposed merger of GPU, Inc., a
Pennsylvania corporation, into FirstEnergy, with FirstEnergy surviving (the
"Merger"). In connection with the Merger, FirstEnergy has filed a registration
statement on Form S-4 (as amended, the "Registration Statement") with the United
States Securities and Exchange Commission (the "Commission"). All terms used but
not defined herein shall have the meanings ascribed to them in the Registration
Statement.
On the basis of the foregoing and upon consideration of applicable law,
subject to the qualifications stated therein, the discussions of U.S. federal
income tax considerations set forth under the captions "Summary --Material U.S.
Federal Income Tax Consequences" and "The Merger -- Material U.S. Federal Income
Tax Consequences of the Merger" in the joint proxy statement/ prospectus that
forms a part of the Registration Statement (the "Joint Proxy
Statement/Prospectus"), insofar as they relate to provisions of U.S. federal
income tax law, are, as of the date hereof, taken as a whole, accurate in all
material respects.
This opinion is limited to the federal income tax laws of the United States
and does not consider the effects of any foreign, state or local laws or any
United States federal laws other than those pertaining to income tax.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under "The Merger --Material U.S.
Federal Income Tax Consequences of the Merger" and "Legal Matters" in the Joint
Proxy Statement/Prospectus. In giving such consent we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Commission
thereunder.
Very truly yours,
WINTHROP, STIMSON, XXXXXX & XXXXXXX
