October 9, 2002


Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia  24011

Ladies and Gentlemen:

            We have acted as counsel to Appalachian Power Company, a Virginia
corporation (the "Company"), in connection with 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 "Act"), relating to Unsecured Notes (the
"Unsecured Notes") to be issued under an Indenture, dated as of January 1,
1998 (the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").  The Unsecured Notes may be issued and sold or
delivered from time to time as set forth in the Registration Statement, any
amendment thereto, the prospectus contained therein (the "Prospectus") and
supplements to the Prospectus and pursuant to Rule 415 under the Act for an
aggregate initial offering price not to exceed $450,000,000.

            We have examined the Registration Statement and the Indenture
which has been filed with the Commission as an exhibit to the Registration
Statement.  We also have examined the originals, or duplicates or certified
or conformed copies, of such records, agreements, instruments and other
documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed
herein.  As to questions of fact material to this opinion, we have relied
upon certificates of public officials and of officers and representatives of
the Company.

            In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or
certified or conformed copies and the authenticity of the originals of such
latter documents.  We also have assumed that: (1) the Indenture is the valid
and legally binding obligation of the Trustee; and (2) the Company is validly
existing under the laws of Virginia.

            We have assumed further that (1) the Company has duly authorized,
executed and delivered the Indenture and (2) execution, delivery and
performance by the Company of Indenture and the Unsecured Notes do not and
will not violate the laws of Virginia or any other applicable laws (excepting
the laws of the State of New York and the Federal laws of the United States).

            Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:  assuming (a) the
taking of all necessary corporate action to approve the issuance and terms of
the Unsecured Notes, the terms of the offering thereof and related matters by
the Board of Directors of the Company, a duly constituted and acting
committee of such Board or duly authorized officers of the Company (such
Board of Directors, committee or authorized officers being referred to herein
as the "Board") and (b) the due execution, authentication, issuance and
delivery of such Unsecured Notes, upon payment of the consideration therefore
provided for in the applicable definitive purchase, underwriting or similar
agreement approved by the Board and otherwise in accordance with the
provisions of the Indenture and such agreement, such Unsecured Notes will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, subject to the effects of
(i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally,
(ii) general equitable principles (whether considered in a proceeding in
equity or at law) and (iii) an implied covenant of good faith and fair
dealing.

            We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State
of New York and the Federal law of the United States.

            We hereby consent to the filing of this opinion letter as Exhibit
5 to the Registration Statement and to the use of our name under the caption
"Legal Opinions" in the Prospectus included in the Registration Statement.

                                    Very truly yours,

                                    /s/ Simpson Thacher & Bartlett

                                    SIMPSON THACHER & BARTLETT