Baltimore Gas and Electric Company
July 29, 1997
Page 2
Exhibit 5
CONSTANCE F. SMITH
Acting Associate General Counsel
Baltimore Gas and Electric Company
Baltimore, Maryland 21203-1475
410 234-5314 FAX 410 234-5690
[Graphic Omitted]
July 29, 1997
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Gentlemen:
This opinion is provided in connection with the
Registration Statement (the "Registration Statement")
being filed by Baltimore Gas and Electric Company
("BGE") with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as
amended, regarding the proposed issuance of up to
$200,000,000 principal amount Medium Term Notes, Series
G (the "Notes").
I am Acting Associate General Counsel of BGE and
head of the Corporate Unit in its Legal Department. I
am generally familiar with BGE's corporate history,
properties, operations, Charter (including amendments,
supplements, and restatements thereto), the issuance of
its securities outstanding, and the indentures under
which its debt is issued. In connection with this
opinion, the General Counsel of BGE and I, together
with attorneys we supervise, have considered, among
other things (1) the Charter of BGE; (2) the By-Laws of
BGE; (3) the Indenture dated as of July 1, 1985, from
the Company to The Bank of New York, as successor
Trustee as amended by Supplemental Indentures dated as
of October 1, 1987 and January 26, 1993 (the
"Indenture") under which the Notes will be issued; (4)
the corporate proceedings for the approval of the
issuance and sale of the Notes; (5) the Registration
Statement; (6) the agency agreement (including the
standard purchase provisions) filed as exhibits to the
Registration Statement (the "purchase agreement"); (7)
the provisions of the Public Utility Holding Company
Act of 1935, as amended (the "1935 Act"), together with
an order dated January 16, 1956, issued by the
Commission (File No. 31-631) exempting BGE from the
provisions of the 1935 Act applicable to it as a
holding company; and (8) such other documents,
transactions, and matters of law as we deemed necessary
in order to render this opinion.
Baltimore Gas and Electric Company
July 29, 1997
Page 2
This opinion is subject to (1) the proper
execution, authentication, and delivery of the Notes
upon receipt of the purchase price pursuant to the
purchase agreement; (2) the qualification of the
Indenture under the Trust Indenture Act of 1939, as
amended; and (3) the Registration Statement becoming
effective under the Securities Act of 1933, as amended.
Based on the foregoing, I am of the opinion that
the Notes, when issued and delivered pursuant to the
purchase agreement, will constitute legally issued and
binding obligations of BGE.
I express no opinion as to the law of any
jurisdiction other than the law of the State of
Maryland and the law of the United States of America.
The opinion expressed herein concerns only the effect
of the law (excluding the principles of conflicts of
law) of the State of Maryland and the United States of
America as currently in effect.
This opinion is provided solely for your benefit
and may not be relied upon by, or quoted to, any other
person or entity, in whole or in part, without my prior
written consent.
I hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
references to me in the Registration Statement (and any
amendments thereto) or the prospectus constituting a
part of the Registration Statement (and any amendments
or supplements thereto).
Very truly yours,