[LETTERHEAD OF DENNIS R. NELSON, G.C.]


                                                               Exhibit 5(a)






                                     July 8, 1997



          Tucson Electric Power Company
          220 West Sixth Street
          Tucson, Arizona  85701



          Ladies and Gentlemen:

                    I am Vice President and General Counsel of Tucson
          Electric Power Company, an Arizona corporation (the "Company"),
          and have acted as such in connection with the filing by the
          Company of a Registration Statement on Form S-3 (the
          "Registration Statement") under the Securities Act of 1933, as
          amended (the "Act"), relating to the registration of one million
          shares (the "Shares") of the Company's Common Stock, without par
          value ("Common Stock"), to be issued under its Investment Plus
          Plan (the "Plan").

                    For purposes of this opinion, I have examined originals
          or copies, certified or otherwise identified to my satisfaction,
          of (i) the Registration Statement, which incorporates the Plan in
          its entirety; (ii) the Amended and Restated Articles of
          Incorporation and Bylaws of the Company, as in effect on the date
          hereof; (iii) resolutions adopted by the Board of Directors of
          the Company relating to the adoption of the Plan and the
          reservation of Common Stock for issuance thereunder; and (iv)
          such other documents, certificates or other records as I have
          deemed necessary or appropriate.

                    Based upon the foregoing, and subject to the
          qualifications hereinafter expressed, I am of the opinion that:

                    (1)  The Company is a corporation duly organized,
                         validly existing and in good standing under the
                         laws of the State of Arizona.

                    (2)  The Shares included in the Registration Statement
                         will be duly authorized and validly issued, and
                         fully paid and non-assessable when (i) the
                         Registration Statement shall have become effective
                         under the Act; (ii) the Company shall have
                         received all necessary regulatory approvals
                         required for the issuance and sale of the Shares
                         in accordance with the Plan; (iii) the purchase
                         price for the Shares shall have been paid for and
                         (iv) the Shares shall have been issued in
                         accordance with the terms of the Plan.

                    As a member of the Bar of the State of Arizona, I do
          not hold myself out as an expert on the laws of other
          jurisdictions except the laws of the United States.

                    Reid & Priest LLP is authorized to rely upon this
          letter as to matters of Arizona law.  This letter is not being
          delivered for the benefit of, nor may it be relied upon by, any
          person or entity to which it is not specifically addressed or by
          which reliance is not expressly authorized hereby.

                    I hereby consent to the filing of this opinion with the
          Securities and Exchange Commission as Exhibit 5(a) to the
          Registration Statement.


                                        Very truly yours,

                                        /s/ Dennis R. Nelson

                                        Dennis R. Nelson, Esq.
                                        Vice President and General Counsel