Exhibit F-2



November 29, 2001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Conectiv (File No. 70-9655)

Ladies and Gentlemen:

As General Counsel for Conectiv, a Delaware corporation ("Conectiv"), I have
acted as counsel to Conectiv and certain of Conectiv's subsidiaries described
below (collectively, "Applicants") with respect to the matters described in the
Application-Declaration on Form U-1 (File No. 70-9607) (the "Application"), as
amended, of the Applicants filed with the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act of 1935 (the
"Act"). The Application was filed jointly by Conectiv and 1) two operating
utility subsidiaries (Delmarva Power & Light Company ("DPL") and Atlantic City
Electric Company("ACE")), 2) two subsidiaries of DPL and ACE (Conectiv Delmarva
Generation, Inc. ("CDG") and Conectiv Atlantic Generation, Inc. ("CAG")) to
which DPL and ACE each contributed generating assets and which therefore became
utilities for purposes of the Act as a result of consummation of the
Transaction, until such time as such subsidiaries qualify as exempt wholesale
generators, and 3) an indirect subsidiary utility holding company, ACE REIT,
Inc. ("ACE-REIT") and a direct subsidiary utility holding company, Conectiv
Energy Holding Company ("CEH").

The Application sought authorizations necessary to accomplish the following
(collectively referred to herein as the "Transactions"):

         1.       A capital contribution of certain generating utility assets by
                  DPL to CDG;

         2.       A capital contribution of certain generating utility assets by
                  ACE to CAG and the contribution by ACE of the ownership
                  interest in CAG to ACE-REIT, establishing ACE-REIT as a
                  Delaware holding company;

         3.       The acquisition by each of CDG and CAG of the generating
                  assets being contributed to them;

         4.       Dividends out of capital or unearned surplus by ACE to
                  Conectiv of the stock of ACE-REIT and by Delmarva to Conectiv
                  of the stock of CDG;

         5.       Creation of CEH, the issuance of stock by CEH to Conectiv, and
                  the contribution to CEH by Conectiv of the CDG and ACE-REIT
                  stock;

         6.       For ongoing financing, authority for CEH to issue securities
                  to Conectiv and for Conectiv to acquire the securities and for
                  CEH to indemnify its subsidiaries;

         7.       Authority for CDG, CAG, and ACE-REIT to issue securities to
                  CEH or Conectiv, for CEH and Conectiv to acquire the
                  securities for the purpose of financing the business of the
                  subsidiaries of CEH and for CDG, CAG, ACE-REIT and CEH to
                  participate in the Conectiv System Money Pool; and

         8.       Authority for the acquisition by CDG of utility assets
                  pursuant to a like-kind exchange if, at that time of the
                  purchase of the assets, CDG is not an EWG.

I am a member of the bar of the State of Delaware, the state in which all of the
Applicants except ACE are incorporated or qualified to do business. I am also a
member of the bar of the Commonwealth of Virginia, a state in which DPL is also
incorporated. I am not a member of the bar of the State of New Jersey (in which
ACE is incorporated); nor am I a member of the bar of the Commonwealth of
Pennsylvania where certain of the assets to be transferred by Delmarva to CDG
are located. I do not hold myself out as an expert in the laws of any state
other than Delaware and Virginia. For purposes of this opinion, to the extent I
deemed necessary, I have relied on advice from counsel employed or retained by
Conectiv who are a members of the bar of the State of New Jersey and a member of
the bar of the Commonwealth of Pennsylvania.

In connection with this opinion, I or attorneys in whom I have confidence have
examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of Conectiv and such other documents, certificates
and corporate or other records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have relied, when relevant facts
were not independently established, upon statements contained in the
Application, as amended.

Based on the foregoing, and subject to the assumptions and conditions set forth
herein, I am of the opinion that:

         1.       All state laws applicable to the Transactions have been
                  complied with; and

         2.       CEH, CDG, CAG and ACE-REIT are duly formed or incorporated
                  under the laws of the State of Delaware and the equity
                  securities issued in connection with the Transactions were
                  fully paid and nonassessable and the holder thereof is
                  entitled to the rights and privileges appertaining to said
                  securities as set forth in the charter or other document
                  defining such rights and privileges; and

         3.       Conectiv legally acquired the stock securities issued by CEH,
                  CEH legally acquired the common stock issued by CDG, CAG and
                  ACE-REIT, and ACE-REIT legally acquired the equity securities
                  issued by CAG; and

         4.       The consummation of the Transactions did not violate the legal
                  rights of the holders of any securities issued by any
                  Applicant or any associate company thereof; and

         5.       The Transactions have been carried out in accordance with the
                  Application, as amended.

I hereby consent to the filing of this opinion together with the Certificate of
Conectiv filed pursuant to Rule 24.

Very truly yours,

/s/ Peter F. Clark
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Peter F. Clark