Exhibit F-10





March 20, 2002

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


                              Re: Conectiv
                              SEC File No. 70-9095

Dear Sir or Madam:

I am the Vice President, General Counsel and Secretary of Conectiv, a Delaware
corporation ("Conectiv"), and have acted as its counsel in connection with the
Application/Declaration on Form U-1 (File No. 70-9095) and post-effective
amendment No. 20 (the "Amendment") filed with the Securities and Exchange
Commission ("Commission") jointly by Conectiv, by two subsidiaries that are
operating utility companies (Delmarva Power & Light Company ("DPL") and Atlantic
City Electric Company ("ACE")), three recently formed public utility companies
(Conectiv Delmarva Generation, Inc. ("CDG"), Conectiv Atlantic Generation,
L.L.C. ("CAG") and Conectiv Pennsylvania Generation, Inc. ("CPGI"), and various
direct and indirect nonutility subsidiaries named therein, including Conectiv
Energy Holding Company ("CEH"), the parent company of CDG, and ACE REIT, Inc.
("ACE REIT"), the parent company of CAG(1) (each, an "Applicant" and
collectively, the "Applicants"). The Application/ Declaration in File No.
70-9095 has been previously amended by Pre-Effective Amendments Nos. 1 through 3
and Post-Effective Amendments Nos. 1 through 19 (as so amended, the
"Application").

Financing transactions were approved by Order dated February 26, 1998 (HCAR No.
26833) as supplemented by Orders dated August 21, 1998 (HCAR No. 26907),
September 28, 1998 (HCAR No. 26921), October 21, 1998 (HCAR No. 26930), November
13, 1998 (HCAR No. 26941), December 14, 1999 (HCAR No. 27111), August 17, 2000
(HCAR No. 27213) and June 7, 2001 (HCAR No. 27415) (collectively, the "Financing
Orders").

Pursuant to the Financing Orders, during the period ending September 30, 2003
(the "Authorization Period"), Conectiv is authorized, among other things, to: 1)
issue short-term debt aggregating no more than $2.0 billion outstanding at any
time during the Authorization Period; 2) issue up to an aggregate $250 million
of long-term debt or common stock with a reservation of jurisdiction over the
issuance of any long-term debt;(2) 3) issue up to $500 million of long-term debt
subject to a reservation of

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(1)Pursuant to the Order of the Commission (HCAR No. 35-27415; 70-9095) dated
June 7, 2001, CEH and ACE REIT each would be deemed to be a registered holding
company under Section 5 of the Act upon the establishment of any New Utility
Subsidiary. The establishment of CPGI on January 18, 2002 as a direct public
utility subsidiary of CEH has triggered this requirement. All reporting
requirements under the Act for CEH and ACE REIT will be subsumed in the
reporting requirements for Conectiv.

(2) Conectiv has two authorizations under the Financing Orders with regard to
the issuance of long-term debt and common stock. The first authorization permits
Conectiv to issue up to an aggregate of $500 million of long-term debt and
common stock (HCAR No. 26833; 70-9095, dated February 26, 1998). Conectiv has
issued $250 million of long-term debt pursuant to this authorization. Since the
Commission has reserved jurisdiction over any further issuance of long-term debt
by Conectiv, the only remaining option, without removal of the reservation of
jurisdiction, is for Conectiv to issue up to $250 million of common stock. The
second authorization permits Conectiv to issue up to $500 million of long-term
debt with the







jurisdiction;(3) and 4) enter into guarantees, obtain letters of credit, enter
into expense agreements or otherwise provide credit support to the obligations
of Subsidiaries and unaffiliated third parties in an aggregate amount not to
exceed $1.5 billion.

Financings authorized pursuant to the Financing Orders are subject to certain
limitations contained, as described in the Amendment.

By the Amendment, Applicants request authorization for the removal of the
reservations of jurisdiction by the Commission with regard to the issuance of up
to $750 million of long-term debt by Conectiv.

I am a member of the bar of the State of Delaware, the state in which DPL and
certain of the other utility and nonutility subsidiaries 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 and in which certain of the
subsidiaries named in the Application are authorized to do business. I am not a
member of the bars of the States of New Jersey (in which ACE is incorporated) or
Maryland or the Commonwealth of Pennsylvania, states in which certain of the
subsidiaries named in the Application are incorporated or qualified to do
business. I do not hold myself out as an expert in the laws of any state other
than Delaware or Virginia, although I have consulted and will consult with
counsel to Conectiv who are experts in such laws. 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 members of the bars of the States of Maryland
and New Jersey and 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 or they 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.

The opinions expressed below in respect of the proposed issuance of long-term
debt are subject to the following assumptions, qualifications, limitations,
conditions and exceptions:

Each issuance of long-term debt shall have been duly authorized and approved to
the extent required by the governing documents of Conectiv and applicable state
laws by the Board of Directors of Conectiv and any consideration to be received
in exchange for each such issuance of long-term debt as provided in such
resolutions shall have been received and the long-term debt properly executed
and issued as provided in said resolutions.

The Commission shall have duly entered an appropriate order or orders granting
and permitting the Application to become effective under the Act and the rules
and regulations thereunder and the proposed issuance of long-term debt (whether
in one or more transactions) described in the Application (the "Proposed
Issuance") is consummated in accordance with Application.




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proceeds being used to reduce short-term debt (HCAR No. 27111;
70-9095, dated December 14, 1999). The Commission has also reserved jurisdiction
over this issuance of long-term debt by Conectiv.

(3) See the preceding footnote.





If any long-term debt is issued by Conectiv in a public offering, registration
statements shall have become effective pursuant to the Securities Act of 1933,
as amended; no stop order shall have been entered with respect thereto; and the
issuance of the securities shall have been consummated in compliance with the
Securities Act of 1933, as amended, and the rules and regulations thereunder.

Conectiv shall have obtained all consents, waivers and releases, if any,
required for the issuance of long-term debt under all applicable governing
documents, contracts, agreements, debt instruments, indentures, franchises,
licenses and permits.

No act or event other than as described herein shall have occurred subsequent to
the date hereof which would change the opinions expressed above.

Based on the foregoing, and subject to the assumptions and conditions set forth
herein, I am of the opinion that, in the event the Proposed Issuance is
consummated in accordance with the Application:

All state laws applicable to the Proposed Issuance will have been complied with;
however, I express no opinion as to the need to comply with state blue-sky laws.

Conectiv is now and will, at the time of the Proposed Issuance, be validly
organized and duly existing under the laws of the jurisdiction in which Conectiv
is domiciled.

The long-term debt issued by Conectiv will be a valid and binding obligation of
Conectiv in accordance with its terms, except to the extent such enforceability
may be limited (i) by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally or (ii) by applicable principles of equity (regardless of whether such
principles are applied in a proceeding at law or in equity).

The consummation of the Proposed Issuance will not violate the legal rights of
the holders of any securities issued by any Applicant or any associate company
thereof.






I hereby consent to the use of this opinion in connection with the Application.


                                         Very truly yours,


                                         /s/Peter F. Clark
                                         ----------------------------------
                                         Peter F. Clark