Exhibit 5-1

                           [LETTERHEAD OF J. T. FORAN]

                                                                  April 16, 2002

Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, New Jersey  07101-1171

   Re:  Public Service Enterprise Group Incorporated - Registration
        -----------------------------------------------------------
        Statement on Form S-3
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Ladies and Gentlemen:

      I am Associate General Counsel of Public Service Enterprise Group
Incorporated, a New Jersey corporation ("PSEG"), and am rendering this opinion
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration under the Act of: (i) unsecured senior debt
securities, unsecured subordinated debt securities, consisting of debentures,
notes or other evidences of indebtedness, and unsecured junior subordinated
debentures of PSEG (the "Debt Securities"), which may be issued pursuant to a
Senior Debt Indenture between PSEG and Wachovia Bank, National Association
(formerly First Union National Bank), as trustee (as amended or supplemented,
the "Senior Debt Indenture"), a Subordinated Debt Indenture between PSEG and
Wachovia Bank, National Association, as trustee (as amended or supplemented, the
"Subordinated Debt Indenture") or a Junior Subordinated Debenture Indenture
between PSEG and Wachovia Bank, National Association, as trustee (as amended or
supplemented, the "Junior Subordinated Debenture Indenture" and, together with
the Senior Debt Indenture and the Subordinated Debt Indenture, the
"Indentures"); (ii) shares of common stock, without par value, of PSEG (the
"Common Stock"); (iii) shares of series preferred stock, without par value (the
"Preferred Stock"), of PSEG; (iv) stock purchase contracts of PSEG to purchase
Common Stock ("Stock Purchase Contracts"); (v) stock purchase units of PSEG
("Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and any of Debt Securities, debt obligations of third parties,
including U.S. Treasury securities, or Preferred Trust Securities (as defined
below) securing a holder's obligation to purchase Common Stock under the Stock
Purchase Contract, and (vi) guarantees (the "Guarantees") of PSEG with respect
to the preferred securities to be issued by PSEG Funding Trust I (the "Trust")
("Preferred Trust Securities").

      I have examined originals or copies, certified or otherwise identified to
my satisfaction, of the Registration Statement and all exhibits thereto, and the
Indentures. I have also examined such corporate records and other documents and
instruments, made such inquiries of officers and representatives of PSEG and
considered such matters of law as I have deemed appropriate as the basis for the
opinions hereinafter set forth. In delivering this opinion, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
originals of all documents submitted to me as certified, photostatic or
conformed copies, the authenticity of originals of all such latter documents and
the accuracy and completeness of all records, information and statements
submitted to me by officers and representatives of PSEG.


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      Based upon and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, I am of the opinion that:

            1. PSEG is a corporation duly organized and validity existing under
      the laws of the State of New Jersey.

            2. Assuming that the Indentures, any Debt Securities and any
      supplemental indenture to be entered into in connection with the issuance
      of such Debt Securities have been duly authorized, when (i) the
      Registration Statement has become effective under the Act, (ii) a
      supplemental indenture in respect of the Debt Securities has been duly
      authorized, executed and delivered, (iii) the terms of the Debt Securities
      and of their issuance and sale have been duly established in accordance
      with the applicable Indenture and the applicable supplemental indenture
      relating to such Debt Securities so as not to violate any applicable law
      or result in a default under or breach of any agreement or instrument
      binding upon PSEG and so as to comply with any requirement or restriction
      imposed by any court or governmental or regulatory body having
      jurisdiction over PSEG, and (iv) the Debt Securities have been duly
      executed and authenticated in accordance with the applicable Indenture and
      the applicable supplemental indenture relating to such Debt Securities and
      duly issued and delivered by PSEG in the manner contemplated in the
      Registration Statement and any prospectus supplement relating thereto, the
      Debt Securities (including any Debt Securities duly issued (x) upon
      exchange or conversion of any shares of Preferred Stock that are
      exchangeable or convertible into Debt Securities or (y) as part of Stock
      Purchase Units) will constitute valid and binding obligations of PSEG,
      enforceable in accordance with their terms, subject to (a) bankruptcy,
      insolvency, reorganization, fraudulent transfer, moratorium or other
      similar laws now or hereinafter in effect relating to or affecting the
      enforcement of creditors' rights generally and (b) general principles of
      equity (regardless of whether considered in a proceeding at law or in
      equity).

            3. When (i) the Registration Statement has become effective under
      the Act, (ii) the shares of Common Stock have been duly and properly
      authorized for issuance, and (iii) the shares of Common Stock have been
      duly issued, sold and delivered as contemplated in the Registration
      Statement and any prospectus supplement relating thereto, the shares of
      Common Stock (including any Common Stock duly issued (x) upon the
      conversion or exchange of any Debt Securities that are convertible or
      exchangeable into Common Stock, (y) upon the exchange or conversion of any
      shares of Preferred Stock that are exchangeable or convertible into Common
      Stock or (z) pursuant to Stock Purchase Contracts), will be legally
      issued, fully paid and non-assessable.

            4. When (i) the Registration Statement has become effective under
      the Act, (ii) the Preferred Stock has been duly and properly authorized
      for issuance and a Certificate of Amendment to the Restated Certificate of
      Incorporation of PSEG classifying the Preferred Stock and setting forth
      the terms thereof has been filed, and (iii) the shares of Preferred Stock
      have been duly issued and paid for in the manner contemplated in the
      Registration Statement and any prospectus supplement relating thereto, the
      shares of Preferred Stock will be legally issued, fully paid and
      non-assessable.

            5. Assuming that a Stock Purchase Contract Agreement relating to the
      Stock Purchase Contracts (the "Stock Purchase Contract Agreement") and
      such Stock Purchase Contracts have been duly authorized, when (i) the
      Registration Statement has become effective under the Act, (ii) the Stock
      Purchase Contract Agreement has been duly executed and delivered, (iii)
      the terms of the Stock Purchase Contracts and of their issuance and sale
      have been duly established in conformity with the Stock Purchase Contract
      Agreement so as not to violate any


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      applicable law or result in a default under or breach of any agreement or
      instrument binding upon PSEG and so as to comply with any requirement or
      restriction imposed by any court or governmental or regulatory body having
      jurisdiction over PSEG, and (iv) the Stock Purchase Contracts have been
      duly executed and issued in accordance with the Stock Purchase Contract
      Agreement relating to such Stock Purchase Contracts and issued and sold in
      the form and in the manner contemplated in the Registration Statement and
      any prospectus supplement relating thereto, such Stock Purchase Contracts
      will constitute valid and binding obligations of PSEG, enforceable in
      accordance with their terms, subject to (a) bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium and other similar laws now
      or hereafter in effect relating to or affecting creditors' rights
      generally and (b) general principles of equity (regardless of whether
      considered in a proceeding at law or in equity).

            6. Assuming that the Stock Purchase Units, a Stock Purchase Contract
      Agreement relating to the Stock Purchase Contracts comprising a part of
      the Stock Purchase Units and such Stock Purchase Contracts have been duly
      authorized, when (i) the Registration Statement has become effective under
      the Act, (ii) the Stock Purchase Contract Agreement has been duly executed
      and delivered, (iii) the terms of the Stock Purchase Contracts and of
      their issuance and sale have been duly established in conformity with the
      Stock Purchase Contract Agreement so as not to violate any applicable law
      or result in a default under or breach of any agreement or instrument
      binding upon PSEG and so as to comply with any requirement or restriction
      imposed by any court or governmental or regulatory body having
      jurisdiction over PSEG, (iv) the terms of the collateral arrangements
      relating to such Stock Purchase Units have been duly established and the
      agreement(s) relating thereto has been duly executed and delivered, in
      each case so as not to violate any applicable law or result in a default
      under or breach of any agreement or instrument binding upon PSEG and so as
      to comply with any requirement or restriction imposed by any court or
      governmental or regulatory body having jurisdiction over PSEG, and the
      collateral has been deposited with the collateral agent in accordance with
      such arrangements, and (v) the Stock Purchase Contracts have been duly
      executed and issued in accordance with the Stock Purchase Contract
      Agreement relating to such Stock Purchase Contracts, and issued and sold
      in the form and in the manner contemplated in the Registration Statement
      and any prospectus supplement relating thereto, such Stock Purchase Units
      will constitute valid and binding obligations of PSEG, enforceable in
      accordance with their terms, subject to (a) bankruptcy, insolvency,
      reorganization, fraudulent transfer, moratorium and other similar laws now
      or hereafter in effect relating to or affecting creditors' rights
      generally and (b) general principles of equity (regardless of whether
      considered in a proceeding at law or in equity).

            7. Assuming that the Guarantees have been duly authorized, when (i)
      the Registration Statement has become effective under the Act, (ii) the
      applicable Guarantee Agreement has been duly executed and delivered so as
      not to violate any applicable law or result in a default under or breach
      of any agreement or instrument binding upon PSEG and so as to comply with
      any requirement or restriction imposed by any court or governmental or
      regulatory body having jurisdiction over PSEG, and (iii) the Preferred
      Trust Securities have been duly issued and delivered by the Trust as
      contemplated by the Registration Statement and any prospectus supplement
      relating thereto, the Guarantees will constitute valid and binding
      obligations of PSEG, enforceable in accordance with their terms, subject
      to (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
      moratorium or similar laws now or hereinafter in effect relating to or
      affecting the enforcement of creditors' rights generally and (b) general
      principles of equity (regardless of whether considered in a proceeding at
      law or in equity).

      I express no opinion as to the law of any jurisdiction other than the
federal law of the United States and the law of the State of New Jersey.


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      I hereby consent to the sole use of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the Prospectus included therein. This opinion is not to be used,
circulated, quoted, referred to or relied upon by any other person or for any
other purpose without my prior written consent.

                                                   Very truly yours,


                                                   James T. Foran
                                                   Associate General Counsel