EXHIBIT 5(b)

July 26, 2005

Green Mountain Power Corporation

163 Acorn Lane

Colchester, Vermont 05446

GREEN MOUNTAIN POWER CORPORATION

2004 STOCK INCENTIVE PLAN

225,000 SHARES OF COMMON STOCK

$3.33 ¹/3 PAR VALUE

I am Vice President and General Counsel of 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 225,000 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 Green Mountain Power Corporation 2004 Stock Incentive Plan (hereinafter called the “Plan).

As such counsel, I have:

(a) Reviewed (i) the Registration Statements (hereinafter called the “Registration Statements”) on Form S-8 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;

(b) Examined an Order of the Public Service Board of the State of Vermont dated June 28, 2004, consenting to and approving the issue and sale of Additional Common Stock pursuant to the Plan; and

(c) 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 please 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 conduction.

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 June 28, 2004. 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 the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. I do not undertake to advise you of any changes in the opinions expressed herein based on matters that might hereafter arise or be brought to my attention.

I understand that a copy of this opinion is being delivered to Hunton & Williams, LLP, 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 its opinion Hunton & Williams, LLP, is authorized to rely upon this opinion as to all matters of Vermont law involved in the conclusions expressed in its opinion.

Very truly yours,

/s/ Donald J. Rendall, Jr.

Donald J. Rendall, Jr.

Vice President and General Counsel

Green Mountain Power Corporation