[Stationary of LeBoeuf, Lamb, Greene & MacRae, LLP]


                                               March 13, 2001


U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

     Re:  Dominion Resources, Inc. and Virginia Electric and Power Company's
          Application on Form U-1, File No. 70-9807
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Ladies and Gentlemen:

     This opinion is  furnished to the  Securities  and Exchange  Commission  in
connection  with the filing by Dominion  Resources,  Inc.  ("DRI") and  Virginia
Electric and Power Company (the "Company" and, collectively, "Applicants") of an
application  on Form U-1 under the Public  Utility  Holding  Company Act of 1935
(the "1935 Act"), File No. 70-9807 (the "Application").  The Company has entered
into a Put and Call Agreement dated November 22, 2000 ("Put and Call Agreement")
with   Westpower-Franklin,   L.P.,   a  Virginia   limited   partnership,   LG&E
Southhampton,   L.P.,  a   California   limited   partnership,   LG&E  Power  11
Incorporated, a California corporation,  Westpower - Altavista, L.P., a Virginia
limited  partnership,  LG&E Altavista,  L.P., a California limited  partnership,
LG&E Power 12 Incorporated, a California corporation,  Westpower-Hopewell, L.P.,
a Virginia  limited  partnership,  LG&E  Hopewell,  L.P., a  California  limited
partnership,   and  LG&E  Power  13  Incorporated,   a  California   corporation
(collectively "Sellers").  Sellers own all of the partnership interests in three
California  general  partnerships:  LG&E  -  Westmoreland  Southampton,  LG&E  -
Westmoreland   Altavista  and  LG&E  -   Westmoreland   Hopewell   (collectively
"Partnerships")  which own and operate three separate  generation plants located
in  Virginia.  Under the Put and Call  Agreement  the  Company may obtain all of
Sellers'  interests in the Partnerships,  and the Application seeks authority to
consummate this transaction.

     We have examined  originals of the  Application  and  originals,  or copies
certified to our  satisfaction,  of such  corporate  records of the  Applicants,
certificates of public officials,  certificates of officers and  representatives
of the Applicants and other  documents as we have deemed it necessary to require
as a basis for the opinions hereinafter expressed. In such examination,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted  to us as  originals  and the  conformity  to the  authentic  original
documents of all documents  submitted to us as copies.  As to any facts material
to our opinion, we have, when relevant facts were not independently established,
relied upon the application and the aforesaid



corporate  records,  certificates  and other  documents.  In  addition,  we have
examined such questions of law, as we considered  necessary or  appropriate  for
the purpose of rendering this opinion.

     Based on the foregoing,  and subject to the final paragraph  hereof, we are
of the opinion that:

     (1) All  state  laws  applicable  to  the  transactions  described  in  the
     Application will have been complied with;

     (2) DRI and the Company are each validly  organized and duly existing under
     the laws of the Commonwealth of Virginia;

     (3) The Company will legally acquire Seller's interest in the Partnerships.

     (4) The consummation of the  transactions  proposed in the Application will
     not violate the legal rights of the holders of any securities issued by DRI
     and the Company.

     The opinions expressed above in respect of the approval of the transactions
described  in the  Application  are  subject  to the  following  assumptions  or
conditions:

     a.  The Commission  shall have duly entered an appropriate  order or orders
     granting and permitting the Application to become effective with respect to
     the transactions described therein.

     b.  This opinion is rendered  as of the date hereof and we hereby  disclaim
     any  obligation to notify any person after the date hereof if any change in
     fact or law could  change our opinion  with respect to any matter set forth
     herein.  This  opinion may not be relied upon by any other person or in any
     other  transaction and may not be circulated,  quoted or cited, in whole or
     in part, without our express prior written consent.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Application.

     We are  members  of the bar of the  State  of New York  and we  express  no
opinion  as to the laws of any  jurisdiction  other  than the 1935 Act under the
federal laws of the United States. In rendering the foregoing opinion, as to all
matters  governed by the laws of the  Commonwealth of Virginia,  we have relied,
without independent inquiry,  solely upon the opinion of Troutman Sanders Mays &
Valentine LLP dated March 13, 2001.

                                          Very truly yours,

                                          LeBoeuf, Lamb, Greene & MacRae, L.L.P.