Exhibit 5.4


                            [ROPES & GRAY LETTERHEAD]



                                                     August 22, 2002



Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199

Ladies and Gentlemen:

     Reference is made to our opinion dated June 28, 2002 and included as
Exhibit 5.2 to the Registration Statement on Form S-3 (File No. 333-91602) (the
"REGISTRATION STATEMENT") filed on June 28, 2002 by Tampa Electric Company, a
Florida corporation (the "COMPANY"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "SECURITIES ACT"). We are
rendering this supplemental opinion in connection with the prospectus supplement
dated August 21, 2002 (the "PROSPECTUS SUPPLEMENT") filed by the Company
pursuant to Rule 424(b) promulgated under the Securities Act. The Prospectus
Supplement relates to the offering by the Company of $150 million aggregate
principal amount of 5.375% Notes due 2007 and $400 million aggregate principal
amount of 6.375% Notes due 2012 (collectively, the "NOTES"). The Notes will be
issuable under an indenture dated as of July 1, 1998 (the "BASE INDENTURE")
between the Company and The Bank of New York, as Trustee (the "TRUSTEE"), as
heretofore amended and as supplemented by a fourth supplemental indenture dated
as of August 15, 2002 between the Company and the Trustee (together with the
Base Indenture, the "INDENTURE").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents and records and have made such investigation
of fact and such examination of law as we have deemed appropriate in order to
enable us to render the opinion set forth herein. In conducting such
investigation, we have relied, without independent verification, upon
certificates of officers of the Company, public officials and other appropriate
persons.

     The opinion expressed herein is limited to matters governed by the laws of
the State of New York.

     Based upon the foregoing and assuming that the Indenture has been duly
authorized, executed and delivered by the parties thereto, the terms of the
Notes and of their issuance and sale have been duly established in conformity
with the Indenture so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or





governmental or regulatory body having jurisdiction over the Company or any of
its property, and the Notes have been duly executed, authenticated and delivered
in accordance with the Indenture against payment of the purchase prices therefor
and issued and sold as contemplated by the Prospectus Supplement, we are of the
opinion that the Notes will constitute the valid and binding obligations of the
Company, subject to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws of general application affecting the rights and remedies of
creditors, and (ii) general principles of equity, regardless of whether applied
in proceedings in equity or at law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the Prospectus
Supplement under the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Ropes & Gray

                                            Ropes & Gray