Donna M. Levy                                                          Exhibit 5
Counsel

                                                       250 West Pratt Street
                                                       23rd Floor
                                                       Baltimore MD, 21201-2437


[LOGO]

January 24, 2002

Constellation Energy Group, Inc.
250 W. Pratt Street
Baltimore, Maryland  21201

Gentlemen:

     This opinion is provided in  connection  with the  Registration  Statement,
which  also  acts  as  a  post-effective  amendment  to  Registration  Statement
333-36380 (the  "Registration  Statement")  being filed by Constellation  Energy
Group,  Inc.  ("Constellation")  with the  Securities  and  Exchange  Commission
("Commission")  under the Securities Act of 1933 regarding the proposed issuance
of up to $2,500,000,000 principal amount of unsecured debt ("Debt").

     I am a Senior  Counsel in the  corporate  unit of the legal  department  of
Constellation,   a  Maryland   corporation.   I  am  generally   familiar   with
Constellation's corporate history,  properties,  operations,  Charter (including
amendments,   supplements,  and  restatements  thereto),  the  issuance  of  its
securities  outstanding,  and the indenture  under which its debt is issued.  In
connection  with this  opinion,  I have  considered,  among other things (1) the
Charter of Constellation;  (2) the By-Laws of  Constellation;  (3) the Indenture
dated as of March  24,  1999,  from  Constellation  to The Bank of New York (the
"Indenture") under which the Debt will be issued; (4) the corporate  proceedings
for the  approval of the  issuance  and sale of the Debt;  (5) the  Registration
Statement;   (6)  the  purchase  agreement   (including  the  standard  purchase
provisions)  filed as an exhibit to the  Registration  Statement  (the "Purchase
Agreement"); and (7) such other documents, transactions, and matters of law as I
deemed necessary in order to render this opinion.

     This opinion is subject to (1) the proper  execution,  authentication,  and
delivery of the Debt upon receipt of the purchase price pursuant to the Purchase
Agreement;  (2) the qualification of the Indenture under the Trust Indenture Act
of  1939;  and (3) the  Registration  Statement  becoming  effective  under  the
Securities Act of 1933.

     Based on the foregoing,  I am of the opinion that the Debt, when issued and
delivered pursuant to the Purchase Agreement, will constitute legally issued and
binding obligations of Constellation.





     I express no opinion as to the law of any  jurisdiction  other than the law
of the  State of  Maryland  and the law of the  United  States of  America.  The
opinion  expressed  herein  concerns only the effect of the law  (excluding  the
principles  of conflicts of law) of the State of Maryland and the United  States
of America as currently in effect.

     This opinion is provided solely for your benefit and may not be relied upon
by, or quoted to, any other  person or entity,  in whole or in part,  without my
prior written consent.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement and to the references to me in the Registration Statement
(and  any  amendments  thereto)  or the  prospectus  constituting  a part of the
Registration Statement (and any amendments or supplements thereto).

                                                              Very truly yours,

                                                              /s/Donna M. Levy