EXHIBIT  5-A-1




September  10,  2002
Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  Vermont  05446




                        GREEN MOUNTAIN POWER CORPORATION
              DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
                         300,000 SHARES OF COMMON STOCK
                               $3.33-1/3 PAR VALUE
Dear  Sirs:
     We  are  acting  as special counsel for Green Mountain Power Corporation, a
Vermont  corporation  (the "Company"), in connection with the proposed issue and
sale  by  the  Company  of  an additional 300,000 shares of the Company's Common
Stock, $3.33-1/3 par value (the "Additional Common Stock") pursuant to the terms
and  conditions of the Company's Dividend Reinvestment and Common Stock Purchase
Plan  (the  "Plan").
     As  such  counsel,  we  have:
(a)     reviewed  the  action  heretofore  taken by the Retirement Board and the
Board  of  Directors  of the Company in connection with the authorization of the
issuance and sale of the Additional Common Stock, the Plan, and related matters;

(a)     reviewed  (i)  Post-Effective  Amendment  No.  1  to  the  Registration
Statement (as amended, the "Registration Statement") on Form S-3 relating to the
Plan  and  the  Additional Common Stock, which we understand you propose to file
with the Securities and Exchange Commission under the Securities Act of 1933, on
the  date  hereof  and  (ii)  the  Plan;

(b)     examined  an  order  of the Public Service Board of the State of Vermont
dated  February  10, 2000, consenting to and approving the issue and sale of the
Additional  Common  Stock  pursuant  to  the  Plan;

(c)     examined the opinion, dated the date hereof, addressed to you, of Donald
J.  Rendall,  Jr.,  Esq.,  Vice  President  and General Counsel for the Company,
relating  to  the  Additional  Common  Stock;  and

(d)     made such examination of law and examined originals, or copies certified
or  otherwise  authenticated  to  our  satisfaction, of all such other corporate
records,  instruments,  certificates  of  public  officials  and/or  bodies,
certificates  of  officers  and  representatives  of the Company, and such other
documents,  and  discussed with officers and representatives of the Company such
questions  of  fact,  as we have deemed necessary in order to render the opinion
hereinafter  expressed.

Based  on  the  foregoing,  we  are  pleased to advise you that, in our opinion:

1.     The  Company  is  a  corporation duly organized, incorporated and validly
existing  under  the  laws  of  the  State  of  Vermont.
2.     The  Public  Service Board of the State of Vermont consented to the issue
and  sale of the Additional Common Stock pursuant to the Plan in the Order dated
February  10,  2000.
3.     When  (i)  the  Registration  Statement  has  become  effective, (ii) the
Additional  Common Stock has been duly listed on the New York Stock Exchange and
(iii)  the Additional Common Stock has been duly issued and sold pursuant to the
Plan  to  participants therein, then the Additional Common Stock will be validly
issued,  fully-paid  and  nonassessable.
We  hereby  consent  to:
A.     being  named  in  the Registration Statement and in any amendment thereto
under  the  heading  "Legal  Opinions  and  Experts";
B.     the  making  in said Registration Statement and in any amendments thereto
of the statements now appearing in said Registration Statement under the heading
"Legal  Opinions  and  Experts"  insofar  as  they  are  applicable  to  us; and
C.     the  filing  of this opinion as an exhibit to the Registration Statement.
     We  are members of the Bar of the State of New York and not of the State of
Vermont  and,  in  giving  the  foregoing  opinion,  we  have  relied  upon  the
above-mentioned  opinion  of Donald J. Rendall, Jr. as to all matters of Vermont
law  involved  in  the  conclusions  stated  in  our  opinion.

Very  truly  yours,
/s/HUNTON  &  WILLIAMS
HUNTON  &  WILLIAMS