Exhibit 5

                  Simpson Thacher & Bartlett
    A Partnership Which Includes Professional Corporations

                     425 Lexington Avenue
                  New York, N.Y.  10017-3954
                        (212) 455-2000
                          ----------
                   Facsimile: (212) 455-2502
                        Telex:  129158





                              September 15, 1997



Kentucky Power Company
1701 Central Avenue
Ashland, Kentucky  41101

Dear Sirs:

          With respect to the Registration Statement on Form
S-3 of Kentucky 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 Bankers Trust Company, 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
     transactions set forth in said Registration Statement;

          (2)  Appropriate action by and before the Public
     Service Commission of Kentucky 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;

          (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


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