July 23, 2002

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

                  Re:  Virginia Power Capital Trust II

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for Virginia Power
Capital Trust II, a Delaware business trust (the "Trust") in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a)  The Certificate of Trust of the Trust, as filed with the
                       office of the Secretary of State of the State of
                       Delaware (the "Secretary of State") on May 26, 2000;

                  (b)  The Trust Agreement of the Trust, dated as of May 26,
                       2000, among Virginia Electric and Power Company, a
                       Virginia corporation (the "Company") and the trustees
                       named therein;

                  (c)  The Registration Statement (the "Registration
                       Statement") on Form S-3, including a preliminary
                       prospectus (the "Prospectus"), relating to the Trust
                       Preferred Securities of the Trust representing
                       preferred beneficial interests in the Trust (each, a
                       "Preferred Security" and collectively, the "Preferred
                       Securities"), to be filed by the Company and the Trust
                       with the Securities and Exchange Commission on or about
                       July 23, 2002.

                  (d)  A form of Amended and Restated Trust Agreement for the
                       Trust, to be entered into between the Company, the
                       trustees of the Trust named therein, and the holders,
                       from time to time, of the undivided beneficial
                       interests in the assets of such Trust (including the
                       Exhibits thereto) (the "Trust Agreement"), to be
                       attached as an exhibit to the Registration Statement;
                       and



Virginia Electric and Power Company
July 23, 2002
Page 2

                  (e)  A Certificate of Good Standing for the Trust, dated
                       July 23, 2002, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreement and the Certificate of Trust will be in full force and effect and will
not be amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.



Virginia Electric and Power Company
July 23, 2002
Page 3

             Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

             1.  The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.

             2.  The Preferred Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.

             3.  The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

             We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                              Very truly yours,

                                              s/ Richards, Layton & Finger, P.A.
GCK/ks