EXHIBIT 5.03
 
                                                              DECEMBER 13, 1995

                               Hunton & Williams
                         Riverfront Plaza, East Tower
                             951 East Byrd Street
                         Richmond, Virginia 23219-4074

 
Kentucky Utilities Company
One Quality Street
Lexington, KY 40507
 
Ogden, Newell & Welch
1200 One Riverfront Plaza
Louisville, KY 40202
 
Jones, Day, Reavis & Pogue
77 W. Wacker Drive
Chicago, IL 60601
 
                          KENTUCKY UTILITIES COMPANY
 
DEAR SIRS:
 
  We have examined the Registration Statement on Form S-3 (the "Registration
Statement") of Kentucky Utilities Company (the "Company"), that will be filed
with the Securities and Exchange Commission and to which this opinion is an
exhibit, for the registration under the Securities Act of 1933, as amended, of
an aggregate amount of $36,000,000 of its First Mortgage Bonds, Series S (the
"Bonds") to be issued pursuant to the Indenture of Trust, dated May 1, 1947,
from the Company to First Trust of Illinois, National Association (the
"Trustee"), and an individual co-trustee (collectively, the "Trustees"), as
heretofore amended and supplemented and as further supplemented by a
Supplemental Indenture (the "New Supplemental Indenture"). The New Supplemental
Indenture will relate to the Bonds and will set forth the maturity, interest
rate, payment dates and certain other terms and conditions of the Bonds. The
Indenture of Trust as supplemented by the New Supplemental Indenture is herein
referred to as the "Indenture."
 
  Based upon our examination of Virginia law and such documents, records and
matters of law as we have considered necessary for the purposes of this
opinion, and subject to the qualifications stated herein, we are of the
opinion that:
 
    1. The Company is a corporation duly organized and existing under the
  laws of the Commonwealth of Virginia.
 
    2. The Indenture, other than the New Supplemental Indenture, constitutes
  a valid and binding instrument of the Company.
 
    3. Subject to the conditions set forth below, the New Supplemental
  Indenture, the preliminary form of which is filed as an exhibit to the
  Registration Statement, upon the appropriate completion thereof, will be a
  valid and binding instrument of the Company and the Bonds will be duly
  authorized, valid and binding obligations of the Company and will be
  entitled to the benefits of the Indenture, except as enforcement of the
  provisions of the Indenture may be limited by insolvency, moratorium and
  other similar laws of Virginia affecting the enforcement of creditors'
  rights generally, and except as enforcement of provisions of the Indenture
  may be limited by the laws of Virginia affecting the remedies for the
  enforcement of the security provided for in the Indenture.
 
  The foregoing opinions are subject to the satisfaction of the following
conditions:
 
    (a) the due adoption by the Board of Directors of the Company of
  appropriate resolutions authorizing the execution and delivery of the New
  Supplemental Indenture and the execution, authentication, issuance and sale
  of the Bonds;
 

 
    (b) the continued effectiveness of the order by the Virginia State
  Corporation Commission (the "SCC") authorizing, approving or permitting the
  issuance and sale of the Bonds by the Company;
 
    (c) the due execution and delivery of the New Supplemental Indenture by
  the parties thereto, in substantially the form of the proposed New
  Supplemental Indenture attached as Exhibit 4.02 to the Registration
  Statement, and the filing of the Indenture for record as required by law;
 
    (d) the due execution of the Bonds by the Company and the authentication
  thereof by the Trustee, in accordance with the terms of the Indenture; and
  the issuance and sale of the Bonds by the Company against receipt by it of
  the agreed consideration therefor and in accordance with such authorization
  of the Board of Directors of the Company and with the order of the SCC
  referred to above.
 
  This opinion may be relied upon by the Company, Ogden, Newell & Welch, and
Jones, Day, Reavis & Pogue for purposes of the transaction described in the
first paragraph hereof. We are members of the Bar of the Commonwealth of
Virginia, and in rendering this opinion, our examination of law has been
limited to, and we express no opinion as to the laws of any jurisdiction other
than, the laws of the Commonwealth of Virginia.
 
  We hereby consent to the filing of this opinion as Exhibit 5.03 to the
Registration Statement.
 
                                          Very truly yours,
 
                                          Hunton & Williams