Exhibit 5
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                       [Letterhead of Hunton & Williams]


                                April 12, 2001


Carolina Power & Light Company
410 South Wilmington Street
Raleigh, North Carolina 27601

                      Registration Statement on Form S-3
                    Relating to $1,000,000,000 Issue Amount
                           of Unallocated Securities
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Ladies and Gentlemen:

     We have acted as counsel to Carolina Power & Light Company, a North
Carolina corporation (the "Company"), in connection with the registration by the
Company of an aggregate of $1,000,000,000 of its (i) first mortgage bonds
("First Mortgage Bonds"), (ii), debt securities that will be secured by First
Mortgage Bonds until the Release Date, as defined in the Prospectus ("Senior
Notes"), (iii) unsecured debt securities ("Debt Securities") on terms to be
determined at the time of sale (the First Mortgage Bonds, Senior Notes and Debt
Securities are referred to collectively as the "Securities"), as set forth in
the Registration Statement on Form S-3 (the "Registration Statement") that is
being filed on the date hereof with the Securities and Exchange Commission (the
"Commission") by the Company pursuant to the Securities Act of 1933, as amended.
The Securities are to be issued in one or more series and are to be sold from
time to time as set forth in the Registration Statement, the Prospectus
contained therein (the "Prospectus") and any amendments or supplements thereto.

     In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.

     Based upon the foregoing and the further qualifications stated below, we
are of the opinion that:

     1.   The Company is duly incorporated and validly existing under the laws
of the State of North Carolina; and

     2.   When (a) the financial and other terms of any class or series of the
Securities have been established by the Securities Pricing Committee of the
Company (the "Pricing Committee"), which committee has been previously appointed
by resolution of the Board of Directors of the Company (the "Board") and
authorized to act without further Board action, (b) such Securities have been
issued and sold upon the terms and conditions set forth in the


Registration Statement, the Prospectus and the applicable supplement to the
Prospectus, (c) such Securities have been duly executed, authenticated and
delivered in accordance with the applicable indenture, and (d) the North
Carolina Utilities Commission and the South Carolina Public Service Commission
have entered orders authorizing the issuance and sale of the securities, then
the Securities will be validly authorized and issued and binding obligations of
the Company, enforceable in accordance with their terms, subject to (x)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
similar laws now or hereafter in effect relating to or affecting the enforcement
of creditors' rights generally and (y) general principles of equity (regardless
of whether considered in a proceeding at law or in equity).

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the statement made in reference to
this firm under the caption "Legal Opinions" in the Registration Statement.  In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Commission.

                                        Very truly yours,



                                        /s/ Hunton & Williams
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                                        Hunton & Williams