Exhibit 5-2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

                                                                  April 16, 2002


PSEG Funding Trust I
c/o Public Service Enterprise Group Incorporated
80 Park Plaza
Newark, NJ  07101-1171

      Re: PSEG Funding Trust I

Ladies and Gentlemen:

      We have acted as special Delaware counsel for Public Service Enterprise
Group Incorporated, a New Jersey corporation (the "Company"), and PSEG Funding
Trust I, a Delaware business trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

            (a) The Certificate of Trust of the Trust, dated as of March 18,
      2002 (the "Certificate"), as filed in the office of the Secretary of State
      of the State of Delaware (the "Secretary of State") on March 18, 2002;

            (b) The Trust Agreement of the Trust, dated as of March 18, 2002,
      among the Company, as depositor, and the trustees of the Trust named
      therein;

            (c) A form of Amended and Restated Trust Agreement of the Trust
      (including Exhibits A, B and C thereto) (the "Trust Agreement"), to be
      entered into among the Company, as depositor, the trustees of the Trust
      named therein, and the holders, from time to time, of undivided beneficial
      interests in the assets of the Trust, attached as an exhibit to the
      Registration Statement (as defined below);


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            (d) The Registration Statement on Form S-3 (the "Registration
      Statement"), including a prospectus (the "Prospectus"), relating to the
      trust preferred securities of the Trust representing undivided beneficial
      interests in the assets of the Trust (each, a "Preferred Security" and
      collectively, the "Preferred Securities"), as proposed to be filed by the
      Company and the Trust with the Securities and Exchange Commission (the
      "SEC") on or about April 16, 2002; and

            (e) A Certificate of Good Standing for the Trust, dated April ____,
      2002, obtained from the Secretary of State.

      Capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Securities Certificate for such
Preferred Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the


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Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

            1. The Trust has been duly created and is validly existing in good
      standing as a business trust under the Delaware Business Trust Act.

            2. The Preferred Securities will represent valid and, subject to the
      qualifications set forth in paragraph 3 below, fully paid and
      nonassessable undivided beneficial interests in the assets of the Trust.

            3. The Preferred Security Holders, as beneficial owners of the
      Trust, will be entitled to the same limitation of personal liability
      extended to stockholders of private corporations for profit organized
      under the General Corporation Law of the State of Delaware. We note that
      the Preferred Security Holders may be obligated to make payments as set
      forth in the Trust Agreement.

      We consent to the filing of this opinion with the SEC as an exhibit to the
Registration Statement. In addition, we hereby consent to the use of our name
under the heading "Legal Matters" in the Prospectus. In giving the foregoing
consents, we do not thereby admit that we 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 of the SEC thereunder. Except as stated
above, without our prior written consent, this opinion may not be furnished or
quoted to, or relied upon by, any other Person for any purpose.

                                       Very truly yours,