Exhibit 5.1

                                December 9, 2002

Virginia Electric and Power Company
120 Tredegar Street
Richmond, Virginia  23219

                         1,250 Units, Each Consisting of
          1,000 Shares of Virginia Electric and Power Company Flexible
             Money Market Cumulative Preferred Stock (Flex MMP(R)),
              2002 Series A (Liquidation Preference $100 Per Share)

Ladies and Gentlemen:

     We have acted as counsel to Virginia Electric and Power Company (the
"Company") in connection with the Company's issuance of 1,250 units of its
Flexible Money Market Cumulative Preferred Stock (Flex MMP(R)), 2002 Series A
(Liquidation Preference $100 Per Share), each unit consisting of 1,000 shares
(the "Preferred Stock"), as described in the Company's prospectus supplement
dated December 5, 2002 (the Prospectus Supplement"). Capitalized terms not
otherwise defined in this opinion have the meanings ascribed to them in the
Prospectus Supplement.

     You have asked that we render this opinion to you regarding certain United
States federal income tax matters pertaining to the Preferred Stock.

     In rendering this opinion, we have examined, and with your permission have
relied on, the factual statements contained in the Prospectus Supplement and on
such other instruments and documents, including records of the Company and
certificates of public officials and authorized representatives of the Company,
as we have deemed necessary or appropriate as a basis for the opinions expressed
herein (collectively, the "Opinion Documents"). With your permission, we have
not undertaken any independent investigation or verification of any factual
matter set forth in the Opinion Documents, and we have assumed the factual
statements set forth therein to be true, accurate and complete.

     We have also examined the Company's articles of incorporation, as amended
to date and as proposed to be amended in the form attached to a Current Report
on Form 8-K to which this opinion is an exhibit (the "Articles"). With your
permission, we have assumed for purposes of this opinion that the Articles will
be amended as proposed, and that the Preferred Stock will be issued, and the
rights and obligations thereunder performed, in compliance with the terms and
requirements set forth in the Prospectus Supplement and the Articles.



Virginia Electric and Power Company
December 9, 2002
Page 2

     This opinion is based on the current provisions of the Internal Revenue
Code of 1986, as amended (the "Code") and Treasury Regulations promulgated
thereunder, published rulings and administrative pronouncements issued by the
Internal Revenue Service, judicial decisions rendered by courts of competent
jurisdiction, and such other authorities as we have considered relevant. These
authorities are subject to change at any time, possibly with retroactive effect,
and any such change may affect the continuing validity of the opinions set forth
herein. This opinion will not be updated for subsequent changes or modifications
to the law and regulations or to the judicial and administrative interpretations
thereof unless we are specifically engaged to do so. Our opinion neither relates
to nor purports to cover the laws, regulations, or other legal authorities of
any state, local, or foreign governmental authority, nor any tax or other
governmental charge, other than the United States federal income tax matters
expressly herein addressed.

     Based on the foregoing, and subject to the assumptions, exceptions,
limitations, and qualifications set forth herein, it is our opinion that:

(1)  the Preferred Stock will be classified as stock of the Company for United
     States federal income tax purposes;

(2)  dividends declared and paid by the Company on the Preferred Stock will be
     treated as dividends for United States federal income tax purposes to the
     extent paid out of current or accumulated earnings and profits of the
     Company, as determined for United States federal income tax purposes;

(3)  a corporate holder of the Preferred Stock that generally is entitled to the
     dividends received deduction under Section 243(a)(1) of the Code will be
     allowed that deduction with respect to dividends received on the Preferred
     Stock, provided that the holder satisfies the minimum holding period and
     other requirements applicable to the dividends received deduction; and

(4)  the discussion set forth in the Prospectus Supplement under the caption
     "Certain United States Federal Income Tax Consequences" is accurate in all
     material respects.

     No ruling has or will be sought or obtained from the Internal Revenue
Service regarding any of the matters on which we have opined. Moreover, this
opinion is not binding upon the Internal Revenue Service or the courts and as
such does not provide a guarantee of result. Thus, no assurance can be given
that the Internal Revenue Service will not take positions contrary to those
stated herein or that a court would not uphold such contrary positions,
potentially with adverse tax consequences.

     We express no opinions other than those expressed in this opinion. We
hereby consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K and to references to our firm under the captions
"Material United States Federal Income Tax Consequences" and "Legal Matters" in
the Prospectus Supplement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.


                                          Very truly yours,

                                       s/McGuireWoods LLP