[DELMARVA POWER & LIGHT COMPANY LETTERHEAD APPEARS HERE]



                                                                     EXHIBIT 5-A
                                                                     -----------



                                 June 27, 1996



Delmarva Power & Light Company
800 King Street
P.O. Box 231
Wilmington, Delaware 19899


           Re:   Registration of Trust Preferred Capital Securities,
                 a Guarantee and Junior Subordinate Debentures
                 ---------------------------------------------


Ladies and Gentlemen:

     In connection with the proposed registration of (i) Trust Preferred Capital
Securities ("Preferred Securities") of Delmarva Power Financing I, a Delaware 
business trust (the "Trust"), which Preferred Securities have an aggregate 
liquidation amount of up to $70 million and are to be offered in an underwritten
public offering; and (ii) a Guarantee by Delmarva Power & Light Company, a 
Delaware and Virginia corporation (the "Company"), of certain obligations
for the benefit of the holders of the Preferred Securities; and (iii) the 
issuance and sale to the Trust by the Company of up to $70 million in aggregate 
principal amount of the Company's Junior Subordinated Debentures (the 
"Debentures"), pursuant to the terms of an indenture from the Company to 
Wilmington Trust Company, as trustee (the "Indenture"), as contemplated in the 
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company and the Trust on or about the date hereof with the Securities and 
Exchange Commission under the Securities Act of 1933, as amended, the corporate 
proceedings and other actions taken by the Company have been reviewed by me or 
taken under my advice and direction as General Counsel.

     I am of the opinion that:

1.   All requisite action necessary to make the Guarantee a valid, legal and 
binding obligation of the Company will have been taken when (a) the Delaware 
Public Service Commission and the Virginia State Corporation Commission shall 
have entered appropriate orders approving the Guarantee; (b) the Registration 
Statement, as it may be amended, with

 
Delmarva Power & Light Company
June 27, 1996
Page 2



     respect to the Guarantee shall have become effective; (c) the Board of
     Directors of the Company, or a Committee of the Board of Directors of the
     Company, or, to the extent properly delegated by either of them, a proper
     officer of the Company, shall have taken such action as may be necessary to
     fix and determine the terms of the Guarantee; and (d) the Guarantee shall
     have been duly executed and delivered; and

2.   All requisite action necessary to make the Debentures valid, legal and
     binding obligations of the Company will have been taken when (a) the
     Delaware Public Service Commission and the Virginia State Corporation
     Commission shall have entered appropriate orders approving the issuance of
     the Debentures; (b) the Registration Statement, as it may be amended, with
     respect to the Debentures shall have become effective; (c) the Board of
     Directors of the Company, or a Committee of the Board of Directors of the
     Company, or, to the extent properly delegated by either of them, a proper
     officer of the Company shall have taken such action as may be necessary to
     fix and determine the terms of the Debentures; (d) the Indenture shall have
     been executed and delivered; (e) the Debentures shall have been issued in
     accordance with (i) such Orders of such Commissions, (ii) the description
     thereof in the Registration Statement (iii) the authority granted by the
     Board of Directors or a Committee of the Board of Directors, and (iv) the
     terms and conditions of the Indenture; and (f) the Debentures shall have
     been paid for and delivered to the Trust;

in each case, except as such may be limited by bankruptcy, insolvency or other 
laws affecting creditors' rights generally and by general principles of equity.

     To the extent that matters addressed in this opinion are governed by 
Virginia Law, I have relied on the accompanying opinion of the Company's 
Assistant General Counsel, Peter F. Clark, dated June 27, 1996.

     I hereby authorize and consent to the use of this opinion as an exhibit to 
the Company's Registration Statement and to any references to me in the 
Registration Statement and the Prospectus constituting a part thereof.


                                       Very truly yours,

                                       /s/ DALE G. STOODLEY

                                       Dale G. Stoodley