[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]




                                                                    May 23, 1997



PECO Energy Company
2301 Market Street
Philadelphia, PA 19103

Ladies and Gentlemen:

                  We have acted as special counsel to you (the "Company") in
connection with the registration of Preferred Trust Receipts to be issued by
PECO Energy Capital Trust II, representing Cumulative Monthly Income Preferred
Securities, Series C of PECO Energy Capital, L.P. and the registration of the
related Payment and Guarantee Agreement and Deferrable Interest Subordinated
Debentures, Series C of the Company and hereby confirm to you our opinion as set
forth under the heading "United States Taxation" in the Prospectus included in
the Registration Statement filed on Form S-3.

                                      Very truly yours,


                                      /s/ Ballard Spahr Andrews & Ingersoll
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