Exhibit 5.4



                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER P.A.]





                                  April 5, 2002


PPL Capital Funding Trust II
c/o PPL Corporation
Two North Ninth Street
Allentown, Pennsylvania 18101-1179

            Re:   PPL Capital Funding Trust II

Ladies and Gentlemen:

            We have acted as special Delaware counsel for PPL Corporation, a
Pennsylvania corporation (the "Company"), PPL Capital Funding, Inc., a Delaware
corporation ("PPL Funding"), and PPL Capital Funding Trust II, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

            For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

            (a)  The Certificate of Trust of the Trust, dated April 4, 2002 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on April 4, 2002;

            (b)  The Trust Agreement of the Trust, dated as of April 4, 2002,
among the Company and the trustees of the Trust named therein;

            (c)  A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits A, B and C thereto) (the "Trust Agreement"), to be entered
into among the Company, the trustees of the Trust named therein, and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust, attached as an exhibit to the Registration Statement (as defined
below);





PPL Capital Funding Trust II
April 5, 2002
PAGE 2

            (d)  The Registration Statement on Form S-3 (the "Registration
Statement"), including a prospectus (the "Prospectus"), relating to the
preferred trust securities of the Trust representing undivided beneficial
interests in the assets of the Trust (each, a "Preferred Trust Security" and
collectively, the "Preferred Trust Securities"), as proposed to be filed by the
Company, the Trust and PPL Funding with the Securities and Exchange Commission
on or about the date hereof; and

            (e)  A Certificate of Good Standing for the Trust, dated April 5,
2002, obtained from the Secretary of State.

            Capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreement.

            For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

            With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

            For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, that each of
the parties to the documents examined by us has been duly created, organized or
formed, as the case may be, and is validly existing in good standing under the
laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are signatories to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) that each of the parties to the documents
examined by us has duly authorized, executed and delivered such documents, (vi)
the receipt by each Person to whom a Preferred Trust Security is to be issued by
the Trust (collectively, the "Preferred Trust Security Holders") of a Preferred
Trust Securities Certificate for such Preferred Trust Security and the payment
for the Preferred Trust Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Preferred Trust




PPL Capital Funding Trust II
April 5, 2002
PAGE 3

Securities are issued and sold to the Preferred Trust Security Holders in
accordance with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

            To the extent that Section 10.05 of the Trust Agreement provides
that the Trust Agreement is governed by laws other than the laws of the State of
Delaware, we express no opinion concerning the effect of Section 10.05 of the
Trust Agreement on the opinions set forth herein.

            This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

            Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

            1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

            2. The Preferred Trust Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

            3. The Preferred Trust Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Trust
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.

            We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Validity of the
Securities and the Securities Guarantees" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act




PPL Capital Funding Trust II
April 5, 2002
PAGE 4

of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.

                                    Very truly yours,

                                    /s/ RICHARDS, LAYTON & FINGER, PA

                                    RICHARDS, LAYTON & FINGER, PA



BJK/GWN