Exhibit 5



April 22, 1997




Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261

Ladies and Gentlemen:

With respect to the Registration Statement on Form S-8 of Dominion Resources,
Inc. (the Company) in connection with the registration of 3,000,000 shares of
common stock, without par value, (Common Stock) which have been reserved for
issuance pursuant to the Dominion Resources, Inc. Incentive Compensation Plan
(the Plan), I am of the opinion that the Common Stock when issued in accordance
with the terms and provisions of the Plan will be duly authorized, legally
issued, fully paid and nonassessable.

This opinion is limited to the laws of the Commonwealth of Virginia, and I
disclaim any opinion as to the laws of any other jurisdiction.  I further
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion.  I
express no opinion as to the applicable choice of law provisions contained in 
the Plan.

This opinion is rendered to you in connection with the issuance of the Common
Stock and is solely for your benefit.  This opinion may not be relied upon by 
any other person, firm, corporation or other entity for any purpose, without 
prior written consent.

I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

Very truly yours,


/s/THOMAS F. FARRELL, II
Thomas F. Farrell, II, Esq.
Senior Vice President and General Counsel
Dominion Resources, Inc.