Exhibit 5.1

          [Letterhead of Public Service Enterprise Group Incorporated]

                                                     May 30, 2003

PSEG Power LLC
80 Park Plaza
P.O. Box 1171
Newark, NJ  07101-1171

      Re:   $2,000,000,000  aggregate principal amount of Senior Debt Securities
            (the "Senior Debt Securities") to be issued in one or more series by
            PSEG Power LLC (the  "Company")  and/or Trust  Preferred  Securities
            (the  "Preferred  Securities") to be issued in one or more series by
            PSEG Power  Capital Trust I, PSEG Power Capital Trust II, PSEG Power
            Capital  Trust  III,  PSEG  Power  Capital  Trust IV and PSEG  Power
            Capital Trust V (the  "Trusts") and  Guarantees  with respect to the
            Preferred  Securities  (the  "Guarantees")  and Deferrable  Interest
            Subordinated Debentures (the "Subordinated Debentures") to be issued
            in one or more series by the Company.

Ladies and Gentlemen:

      I  am  Associate  General  Counsel  of  Public  Service  Enterprise  Group
Incorporated,  the Company's parent,  and, in that capacity,  I have represented
the Company in connection with the proposed issuance,  from time to time, by the
Company of Senior Debt Securities and by the Trusts of the Preferred  Securities
and the execution and delivery by the Company of the Senior Debt Securities, the
Guarantees and the Subordinated  Debentures.  The Senior Debt Securities will be
issued under an indenture, dated as of April 16, 2001 (as supplemented from time
to time, the "2001  Indenture")  between the Company and The Bank of New York as
Trustee.  The  Subordinated  Debentures  will be issued under an  indenture  (as
supplemented  from time to time, the "Indenture") to be entered into between the
Company and the Trustee. All capitalized terms used herein unless defined herein
shall have the meanings  specified  in the  Registration  Statement  hereinafter
described.

      I and/or  attorneys  working  under my  supervision  have  conducted  such
investigations of laws and regulations as I have deemed necessary or appropriate
for the purpose of rendering the opinions hereinafter expressed.

      The opinions expressed below are based on the following assumptions:
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      (a) Each of the Trusts have been duly  created  and are  validly  existing
under the laws of the State of Delaware;

      (b) The Registration Statement on Form S-3 (the "Registration  Statement")
filed by the Company and the Trusts with respect to the Senior Debt  Securities,
the Preferred  Securities,  the Guarantees and the Subordinated  Debentures will
become effective;

      (c) The proposed transactions  contemplated by the Registration  Statement
will be carried out on the basis set forth  therein and in  conformity  with the
authorizations,  approvals,  consents or exemptions under the securities laws of
various states and other jurisdictions of the United States;

      (d) Prior to the  issuance  of any series of Senior Debt  Securities,  the
Board of Directors of the Company (the "Board"), a committee thereof or the Sale
and Pricing  Committee  of the  Company  ("Committee"),  pursuant  to  delegated
authority from the Board,  will have authorized the issuance of, and established
the terms of such series of Senior Debt Securities.

      (e)  Prior  to  the  issuance  of  any  series  of  Preferred  Securities,
Guarantees and Subordinated Debentures:

            (i)   the depositor of the Trust will authorize the issuance of, and
                  determine the terms of, such series of Preferred Securities;

            (ii)  the  Indenture  will have been  executed and  delivered by the
                  Company,  and the Board, a committee thereof or the Committee,
                  pursuant  to  delegated  authority  from the Board,  will have
                  authorized the issuance of, and  established  the terms of the
                  series of the Subordinated  Debentures  related to such series
                  of Preferred Securities; and

            (iii) the Guarantee  related to such series of Preferred  Securities
                  will  have been  executed  and  delivered  by the  Company  in
                  accordance  with  appropriate  resolutions  of  the  Board  of
                  Directors of the Company, a committee thereof or the Committee
                  pursuant to such delegated authority.

      (f) The  Indentures  and the  Guarantees  will each have been qualified in
accordance with the provisions of the Trust Indenture Act of 1939, as amended.

      Based upon the foregoing and subject to the  limitations  herein,  I am of
the opinion that:

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      1. The Company is a limited  liability  company duly organized and validly
existing and authorized to exercise its powers,  rights and privileges under the
laws of the State of Delaware.

      2. When properly executed,  authenticated and delivered as provided in the
2001 Indenture,  the Senior Debt  Securities  will be legally issued,  valid and
binding obligations of the Company.

      3.  When  properly  executed,  authenticated,  delivered  and  paid for as
provided in the Indenture,  the Subordinated  Debentures will be legally issued,
valid and binding obligations of the Company.

      4. When  properly  executed and delivered by the Company,  the  Guarantees
will be valid and binding obligations of the Company.

      I express no opinions as to matters of law in jurisdictions other then the
State of New Jersey and the State of Delaware.  My opinions  are  rendered  only
with  respect to the laws of the State of New  Jersey and the State of  Delaware
and rules, regulations and orders thereunder which are currently in effect.

      This opinion does not cover the necessity of filings under the  provisions
of  securities  laws of any  state in  which  the  Senior  Debt  Securities  and
Preferred Securities may be sold.

      The  opinions  set forth  above are  subject,  as to  enforcement,  to (i)
bankruptcy,  insolvency  (including,  without  limitation,  all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors'  rights generally and (ii) general
equitable  principles  (regardless  of whether  enforcement  is  considered in a
proceeding in equity or at law).

      I  hereby  consent  to the  use of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement and to the references to me under the heading  "Experts"
in the Prospectus and Prospectus Supplement contained therein.

                                        Very truly yours,

                                        /s/ James T. Foran
                                        -------------------------
                                        James T. Foran
                                        Associate General Counsel