Exhibit 5



                              December 17, 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 (the "Company") relating to the
issuance and sale by the Company in one or more transactions from
time to time of its Debt Securities (the "Debt Securities") under
an Indenture to be entered into between the Company and The Bank
of New York, as Trustee (the "Indenture"), 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 Debt Securities 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 the Tennessee Regulatory
     Authority in respect of the proposed transaction 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;

          (4)  Execution and delivery of the Indenture; and

          (5)  Issuance and sale of the Debt Securities by the
     Company in accordance with the Indenture and 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 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 Debt Securities.

     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