Baltimore Gas and Electric Company
P. O. Box 1475
Baltimore, Maryland 21203
410 234-5314 FAX 410 234-5690
Constance F. Smith
Associate General Counsel
Legal
Exhibit 5(a)
May 26, 1998
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, among other things: (i) the
proposed issuance of junior subordinated debentures (the "Notes") by the Company
to be issued in accordance with the provisions of an indenture to be entered
into between BGE and The Bank of New York, as trustee, and to be supplemented by
a first supplemental indenture thereto, the forms of which are filed as exhibits
to the Registration Statement (collectively, the "Indenture") and (ii) the
proposed execution and delivery of a preferred securities guarantee agreement to
be entered into between BGE and The Bank of New York, as trustee, the form of
which is filed as an exhibit to the Registration Statement (the "Guarantee").
I am an 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 under which the Notes will be issued; (4) the corporate
proceedings for the approval of the issuance and sale of the Notes and the
execution and delivery of the Guarantee; (5) the Registration Statement; (6) the
Guarantee; (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
May 26, 1998
Page 2
This opinion is subject to (1) the proper execution, authentication,
and delivery of the Notes upon receipt of the purchase price; (2) the
qualification of the Indenture and the Guarantee under the Trust Indenture Act
of 1939, as amended; (3) the Registration Statement becoming effective under the
Securities Act of 1933, as amended; and (4) the approval of the Public Service
Commission of Maryland for the issuance of the Notes and the execution and
delivery of the Guarantee by BGE.
Based on the foregoing, I am of the opinion that:
(1) The Notes, when issued and delivered pursuant to the Indenture,
will constitute legally issued and binding obligations of BGE, enforceable
against BGE in accordance with their terms, except as enforcement may be limited
by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws or equitable principles relating to or limiting creditors'
rights and remedies generally, and (ii) the application of general principles of
equity.
(2) The Guarantee when executed and delivered by BGE, will constitute a
legally binding obligation of BGE, enforceable against BGE in accordance with
its terms except as enforcement may be limited by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws or equitable
principles relating to or limiting creditors rights and remedies generally, and
(ii) the application of general principles of equity.
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,
/s/ Constance F. Smith