[Letterhead of Hunton & Williams LLP]


                                                                    Exhibit 5(a)


September 15, 2003


Oncor Electric Delivery Company
500 N. Akard Street
Dallas, Texas 75201


Ladies and Gentlemen:

Reference is made to the proposed exchange (Exchange Offer) by Oncor Electric
Delivery Company, a Texas corporation (Company), of any and all of the Company's
outstanding 6.375% Senior Secured Notes due 2015 (Old 2015 Notes) for an equal
principal amount of the Company's 6.375% Exchange Senior Secured Notes due 2015
(New 2015 Notes) and any and all of the Company's outstanding 7.250% Senior
Secured Notes due 2033 (Old 2033 Notes and together with the Old 2015 Notes, the
Old Notes) for an equal principal amount of the Company's 7.250% Exchange Senior
Secured Notes due 2033 (New 2033 Notes and, together with the New 2015 Notes,
the New Notes), all as contemplated in the amendment to the registration
statement on Form S-4 (Registration Statement) to be filed by the Company, on or
about the date hereof, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In connection therewith, we have reviewed
such documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby.

Based upon the foregoing, we are of the opinion that:

     1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Texas.

     2. In relation to the Exchange Offer, the New Notes will be legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to the effect of bankruptcy, insolvency,
reorganization, receivership, fraudulent conveyance, fraudulent transfer,
moratorium and other laws affecting the rights and remedies of creditors and
mortgagees generally and general principles of equity, when the Exchange Offer
is consummated in the manner described in the Registration Statement.





This opinion is limited to the laws of the State of Texas, the federal laws of
the United States of America and, to the extent set forth herein, the laws of
the State of New York. As to all matters of New York law, we have, with your
consent, relied upon an opinion of even date herewith addressed to you by Thelen
Reid & Priest LLP, New York, New York, counsel for the Company, which is being
filed as an exhibit to the Registration Statement.

We hereby consent to the use of our name in the aforementioned Registration
Statement and to the use of this opinion as an exhibit thereto.


Very truly yours,

/s/ HUNTON & WILLIAMS LLP


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