Exhibit 5

                       [Letterhead of Baker Botts L.L.P.]

                                                                January 24, 2001

Reliant Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002

Ladies and Gentlemen:

   We have acted as counsel for Reliant Energy Resources Corp., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"), on January 24,
2001 relating to the proposed issuance and sale from time to time of up to
$600,000,000 in aggregate principal amount of the Company's debt securities
(the "Debt Securities"), each series of which will be issued under an
Indenture, dated as of February 1, 1998 (the "Indenture"), between the Company
and The Chase Manhattan Bank (formerly Chase Bank of Texas, National
Association), as trustee (the "Trustee").

   In our capacity as your counsel in the connection referred to above, we have
examined the Certificate of Incorporation and Bylaws of the Company, each as
amended to date, and the Indenture, as supplemented to date, and have examined
the originals, or copies certified or otherwise identified, of corporate
records of the Company, including minute books of the Company as furnished to
us by the Company, certificates of public officials and of representatives of
the Company, statutes and other instruments or documents, as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates. In making our
examination, we have assumed that all signatures on documents examined by us
are genuine, that all documents submitted to us as originals are authentic and
that all documents submitted to us as certified or photostatic copies conform
with the original copies of such documents.

   On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:

   With respect to a series of Debt Securities, when (i) the Registration
Statement has become effective under the Securities Act and the Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the
Board of Directors of the Company (the "Board") has taken all necessary
corporate action to approve and establish the terms of such series of Debt
Securities, to approve the issuance thereof and the terms of the offering
thereof and related matters, and (iii) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the provisions
of the Indenture and the supplemental indenture relating to such series of Debt
Securities and the provisions of the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, such Debt Securities will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the
enforceability thereof is subject to the effect of (x) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and (y) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).


Reliant Energy Resources Corp.        -2-                       January 24, 2001

   The opinions set forth above are limited in all respects to matters of Texas
law, Delaware corporate law and the contract law of the State of New York as in
effect on the date hereof. At your request, this opinion is being furnished to
you for filing as Exhibit 5 to the Registration Statement. Additionally, we
hereby consent to the reference to our Firm under the caption "Validity of
Securities" in the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.

                                          Very truly yours,

                                          Baker Botts L.L.P.