Exhibit 5.1
McGuireWoods LLP
One James Center
Richmond, Virginia 23219
November 29, 2007
Virginia Electric and Power Company
120 Tredegar Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We have advised Virginia Electric and Power Company, a Virginia corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3, as amended (File No. 333-130932) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended (the “Act”), the Company’s senior debt securities to be offered from time to time by the Company on terms to be determined at the time of the offering, and (ii) the issuance by the Company of up to $600,000,000 aggregate principal amount of the Company’s 2007 Series C 5.10% Senior Notes due 2012 (the “Series C Notes”) and up to $450,000,000 aggregate principal amount of the Company’s 2007 Series D 6.35% Senior Notes due 2037 (the “Series D Notes” and collectively, the “Notes”) as described in the Company’s Prospectus, dated January 9, 2006, which is a part of the Registration Statement, and Prospectus Supplement, dated November 27, 2007 (the “Prospectus Supplement”). The Notes are being issued under an indenture dated as of June 1, 1998, between the Company and The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Trustee”), as heretofore supplemented and amended and as further amended by the Sixteenth Supplemental Indenture pertaining to the Series C Notes and the Seventeenth Supplemental Indenture pertaining to the Series D Notes (the “Indenture”), and resolutions of the Board of Directors of the Company adopted January 9, 2006 and November 27, 2007, and are being offered to the public in accordance with an Underwriting Agreement, dated November 27, 2007, among the Company and the Underwriters named on Schedule I thereto. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Registration Statement or the Indenture.
We have examined such corporate records, certificates and other documents, and reviewed such questions of law, as we have considered necessary or appropriate for the purpose of this opinion.
Virginia Electric and Power Company
Page 2
On the basis of such examination and review, we advise you that, in our opinion, when the Notes have been duly issued and sold in the manner contemplated by the Registration Statement and the Prospectus Supplement, and assuming due authentication thereof by the Trustee or the Authenticating Agent in accordance with the provisions of the Indenture, as amended and supplemented, the Notes will constitute valid and binding obligations of the Company.
We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and the incorporation of this opinion by reference in the Registration Statement and to references to us under the heading “Legal Matters” in the Registration Statement and in the Prospectus Supplement relating to the Notes. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ McGuireWoods LLP |
