July 23, 2002

Board of Directors
Virginia Electric and Power Company
701 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

Reference is made to your Registration Statement on Form S-3 being filed with
the Securities and Exchange Commission (the Registration Statement) in
connection with the registration of up to U.S. $2,000,000,000 aggregate
principal amount of certain Mortgage Bonds, Senior Debt Securities, Junior
Subordinated Notes, Trust Preferred Securities and Related Guarantee, Preferred
Stock, and Agreement as to Expenses and Liabilities (collectively, the
Securities) under the Securities Act of 1933, as amended (the Securities Act).
In connection with the offering of the Securities, you have requested our
opinion with respect to the matters set forth herein.

In connection with the delivery of this opinion, we have examined originals or
copies of the Restated Articles of Incorporation of the Company, as amended, the
Bylaws of the Company; the Registration Statement and the exhibits thereto;
certain resolutions adopted or to be adopted by the Board of Directors of the
Company; an order (the "Order") issued on July 17, 2002 in Case No.
PUE-2002-00376 by the State Corporation Commission of the Commonwealth of
Virginia (Virginia Commission) authorizing various financing transactions and
other matters; the forms of certificates representing the Securities; and such
other records, agreements, instruments, certificates and other documents of
public officials, the Company and its officers and representatives, and have
made such inquiries of the Company and its officers and representatives, as we
have deemed necessary or appropriate in connection with the opinions set forth
herein.

We are familiar with the proceedings heretofore taken, and with the additional
proceedings proposed to be taken, by the Company in connection with the
authorization, registration, issuance and sale of the Securities. With respect
to certain factual matters, we have relied upon representations from, or
certificates of, officers of the Company. In making such examination and
rendering the opinions set forth below, we have assumed without verification the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the authenticity of the originals of such documents submitted to
us as certified copies, the conformity to originals of all documents submitted
to us as copies, the authenticity of the originals of such latter documents,
that all documents submitted to us as certified copies are true and correct
copies of such originals and the legal capacity of all individuals executing
such documents.



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Based on such examination and review, and subject to the foregoing, we are of
the opinion that:

1.   The Company is a corporation duly organized and validly existing under
     the laws of the Commonwealth of Virginia, and has the corporate power
     to conduct its business as now conducted and to issue the Securities of
     which the Company is the issuer.

2.   When the Registration Statement, as it may be amended, has become
     effective under the Securities Act, and any applicable state securities
     or Blue Sky laws have been complied with, and upon issuance, delivery
     and payment therefore in the manner contemplated by the Registration
     Statement, the Securities of which the Company is the issuer will be
     validly issued, fully paid and non-assessable and, to the extent that
     the Securities are debt securities of the Company, they will be valid
     and binding obligations of the Company.

This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the State of New York, and we have not considered,
and we express no opinion as to, the laws of any other jurisdiction. We consent
to the inclusion of this opinion as an exhibit to the Registration Statement and
to the statements made with regard to our firm under the caption "EXPERTS"
appearing in the prospectus that is a part of the Registration Statement, and in
any supplements thereto. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

                                           Very truly yours,

                                           s/ McGuireWoods LLP