Exhibit 5
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701 Ninth Street, N.W. Washington, DC 20068 202-872-3585 KCFitzgerald@pepcoholdings.com
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KEVIN C. FITZGERALD Executive Vice President General Counsel
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August 30, 2013 |
Pepco Holdings, Inc.
701 Ninth Street, N.W.
Washington, D.C. 20068
Ladies and Gentlemen:
I am ExecutiveVice President and General Counsel of Pepco Holdings, Inc., a Delawarecorporation (the "Company"), and have acted as counsel tothe Company in connection with the filing of a Registration Statement (the "Registration Statement") on Form S-3 under the Securities Act of 1933, as amended (the "Act"), relating to theregistration of 6,500,000 shares of common stock, par value $0.01 per share ("Common Stock"), ofthe Company for offerand sale under the Pepco Holdings, Inc. Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan").
In connection with the opinion set forth below, I, ormy representatives, have examined originals, or copies certified or otherwise identified tomy or their satisfaction, of such instruments,certificates,records anddocuments, and have reviewed such questions of law, as I have deemed necessary or appropriate for purposes of this opinion. In such examination, I ormy representatives have assumed the genuineness ofallsignatures, the authenticity ofall documents submitted tome or themas originals, the conformity to the original documents ofalldocuments submitted ascopies and the authenticity ofthe originals ofsuch latter documents. As to anyfactsmaterial to my opinion, I have relied upon the aforesaid instruments, certificates, records and documents and inquiries ofCompany representatives.
Based upon the foregoing examination, I amof the opinion that the 6,500,000 shares of Common Stock being registered pursuant tothe Registration Statement have been duly authorized and, when issued in accordance withthe terms of the Plan, will be validly issued, fully paid and non-assessable.
Pepco Holdings, Inc.
August 30, 2013
Page 2
I hereby consent to thefiling ofthisopinion as an exhibit to the Registration Statement and to the use ofmy name under the caption "Legal Matters" therein and in the related prospectus, and in any supplement thereto or amendments thereof. My consent tosuch reference does not constitute a consent under Section 7ofthe Act, and in consenting to such reference I have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulationsof the Commission thereunder.
Very truly yours, | |
/s/ KEVIN C. FITZGERALD | |
Kevin C. Fitzgerald, Esq. |