Exhibit F-2



November 29, 2001



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

Re:      Conectiv (File No. 70-9607)

Ladies and Gentlemen:

As General Counsel for Conectiv, a Delaware corporation ("Conectiv"), I have
acted as counsel to Conectiv, Delmarva Power & Light Company ("DPL"), and
Atlantic City Electric Company ("ACE," 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 sought, among other
things, the Commission's authorization of the sale by DPL of a 7.51% (164 MW)
ownership interest in the Peach Bottom Atomic Power Station Unit Nos. 2 and 3
("Peach Bottom") to PECO Energy Company ("PECO") (the "Transaction"). PECO owned
42.49% of Peach Bottom prior to consummation of the Transaction. Orders were
issued by the Commission approving the Application on December 28, 2000 and
October 12, 2001.

I am a member of the bars of the State of Delaware and the Commonwealth of
Virginia, the states in which DPL is incorporated. I am not a member of the bar
of the Commonwealth of Pennsylvania, where the assets sold by DPL 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 by Conectiv who is 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 our
satisfaction, of such records of the Applicants and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In this examination,
we have assumed the genuineness of all signatures, the legal capacity of all
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. As to
various questions of fact material to such opinions, we have relied, when
relevant facts were not independently established, upon statements contained in
the Application.

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

         1.       All state laws applicable to the Transaction have been
                  complied with.

         2.       Conectiv is a corporation validly organized and duly existing
                  under the laws of the State of Delaware. DPL is a corporation
                  validly organized and duly existing under the laws of the
                  State of Delaware and the Commonwealth of Virginia.

         3.       The consummation of the Transaction did not violate the legal
                  rights of the holders of any securities issued by DPL, or any
                  associate company thereof.

         4.       The Transaction has 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