Exhibit 5



                              February 20, 1997


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

Dear Sirs:

     With respect to the Registration Statement on Form S-3 of
Appalachian Power Company (hereinafter called the "Company")
relating to the issuance and sale by the Company, in one or more
transactions from time to time, of its Junior Subordinated
Debentures (hereinafter called the "Junior Subordinated
Debentures"), we wish to advise you as follows.

     We are of the opinion that, when the steps mentioned in the
next paragraph below have been taken, the Junior Subordinated
Debentures will be valid and legally binding obligations of the
Company, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.

     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
     transaction set forth in said Registration Statement;

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

          (3)  Compliance with the Securities Act of 1933, as
     amended, and with the Trust Indenture Act of 1939, as
     amended; and

          (4)  Issuance and sale of the Junior Subordinated
     Debentures by the Company in accordance with the
     governmental and corporate authorizations aforesaid.

     Insofar as this opinion relates to matters governed by laws
other than the laws of the State of New York and the Federal law
of the United States, 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 Junior Subordinated Debentures.

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


                         Very truly yours,

                         /s/ Simpson Thacher & Bartlett

                         SIMPSON THACHER & BARTLETT