Exhibit 5-a-2





September  10,  2002


Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446
                        GREEN MOUNTAIN POWER CORPORATION
       CORPORATION'S DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
                         300,000 SHARES OF COMMON STOCK
                               $3.33 1/3 PAR VALUE
     I  am  Vice  President  and  General  Counsel  for  Green  Mountain  Power
Corporation,  a  Vermont  corporation (the "Company"), and have acted as such 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
Corporation's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
As  such  counsel,  I  have:

(a)     reviewed  the  action  taken  by  the  Retirement Board and the Board of
Directors  of  the  Company in connection with the authorization of the issuance
and  sale  of  Additional  Common  Stock,  the  Plan  and  related  matters;
(b)     Reviewed  (i)  Post-Effective  Amendment  No.  1  to  the  Registration
Statements  (as  amended, the "Registration Statements") on Form S-3 relating to
the  Plan  and  Additional  Common Stock, which I 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;
(c)     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
Additional  Common  Stock  pursuant  to  the  Plan;  and
(d)     Made such examination of law and examined originals, or copies certified
or  otherwise  authenticated  to  my  satisfaction,  of all such other corporate
records,  instruments,  certificates  of  public  officials  and/or  bodies,
certificates  of  officers  and  representative  of  the Company, and such other
documents,  and  discussed with officers and representatives of the Company such
questions  of  fact,  as  I have deemed necessary in order to render the opinion
hereinafter  expressed.
     Based  upon the foregoing, I am pleased to advise you that it is my opinion
that:
1.     The  Company  is  a  corporation duly organized, incorporated and validly
existing under the laws of the State of Vermont, and has all corporate and other
power  and  authority  necessary to own its properties and carry on the business
which  it  is  presently  conducting.
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.  No consent or approval of any other governmental authority
is  requisite  to  the  valid  issue  and  sale  of the Additional Common Stock.
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.
I  hereby  consent  to:

B.     being  named  in  the Registration Statement and in any amendment thereto
under  the heading of "Legal Opinions and Experts" as Vice President and General
Counsel  for  the  Company  passing  upon certain matters in connection with the
issuance  and  sale  of  the  Additional  Common  Stock;
C.     the making in said Registration Statement and in any amendment thereto of
the  statements  now  appearing in said Registration Statement under the heading
"Legal  Opinions  and  Experts"  insofar  as  they  are  applicable  to  me; and
D.     The  filing  of this opinion as an exhibit to the Registration Statement.
     I  understand  that  a  copy of this opinion is being delivered to Hunton &
Williams,  special  counsel to the Company in connection with the issue and sale
of the Additional Common Stock, who are also rendering an opinion to the Company
relating  to the matters referred to herein and that their opinion will be filed
as  an exhibit to the Registration Statement.  In rendering their opinion Hunton
& Williams are authorized to rely upon this opinion as to all matters of Vermont
law  involved  in  the  conclusions  expressed  in  their  opinion.
     Very  truly  yours,
     /s/Donald  J.  Rendall
     ----------------------
Donald  J.  Rendall,  Jr.
Vice  President  and  General  Counsel