Exhibit 5






                            May 25, 1994


Appalachian Power Company
40 Franklin Road, S.W.
Roanoke, Virginia 24011

Dear Sirs:

          With respect to the Registration Statement on Form S-3
(the "Registration Statement") of Appalachian Power Company (the
"Company"), relating to the issuance and sale in one or more
transactions from time to time of the Company's Cumulative
Preferred Stock, without par value, with an aggregate involuntary
liquidation amount of up to $30,000,000 (the "Preferred Stock"),
we wish to advise you as follows:

          We are of the opinion that when the steps mentioned in
the next paragraph have been taken, the Preferred Stock will be
legally issued, fully paid and non-assessable.

          The steps to be taken which are referred to in the next
preceding paragraph consist of the following:

          (1)  Appropriate definitive action by the Board of
               Directors of the Company with respect to the
               proposed transactions set forth in the Registra-
               tion Statement;

          (2)  Appropriate action by and before the State
               Corporation Commission of Virginia (the "Virginia
               Commission") and the Tennessee Public Service
               Commission in respect of the proposed transactions
               set forth in the Registration Statement;

          (3)  Compliance with the Securities Act of 1933, as
               amended;

          (4)  Appropriate corporate approvals and execution and
               filing of Articles of Amendment setting forth the
               designation, description and terms of the Preferred
               Stock with the Virginia Commission and issuance by
               the Virginia Commission of its Certificate in 
               regard thereto and the filing of copies thereof
               in other required offices of record; and
         
          (5)  Issuance and sale of the Preferred Stock in
               accordance with the governmental and corporate
               authorizations aforesaid.

          Insofar as this opinion relates to matters governed by
laws of the Commonwealth of Virginia or the States of West Virginia
or Tennessee, this firm has consulted and may consult further with
local counsel in which this firm has confidence and will
rely, as to such matters, upon such opinions or advice of such
counsel which will be delivered to this firm prior to the closing
of the sale of the Preferred Stock.

          We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name and the
inclusion of the statements in regard to us set forth in the
Registration Statement under the caption "Legal Opinions".

                                   Very truly yours,

                                   /s/ Simpson Thacher & Bartlett

                                   SIMPSON THACHER & BARTLETT