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                                                                       EXHIBIT 5


                    (WGL HOLDINGS, INC. COMPANY LETTERHEAD)


October 19, 2000



WGL Holdings, Inc.
1100 H Street, NW
Washington, DC  20080

         Re:     Post-Effective Amendment No. 1 to
                 Registration Statement on Form S-8 of
                 WGL Holdings, Inc
                 (Reg. Nos. 333-83185, 333-01469 and 333-01471)

Ladies and Gentlemen:

         You have requested an opinion in connection with Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Post Effective
Amendment), filed by WGL Holdings, Inc. (Company) with the Securities and
Exchange Commission under the Securities Act of 1933 (Act).  The Post-Effective
Amendment relates to, among other things, an offering by the Company of its
common stock, without par value (Common Stock), pursuant to the Company's 1999
Incentive Compensation Plan, the Long-Term Incentive Compensation Plan and the
Directors' Stock Compensation Plan.

         I am Senior Vice President and General Counsel of WGL Holdings, Inc.
In connection with this opinion, I have considered such records and documents
and made such examinations of law as I have deemed relevant in connection with
this opinion.  It is my opinion that when there has been compliance with the
Act and the applicable state securities laws, the shares of Common Stock to be
sold by the Company, when issued, delivered, and paid for in the manner
described in the Post-Effective Amendment, will be legally issued, and the
shares of Common Stock, when so issued, delivered and paid for, will also be
fully paid and nonassessable.

         I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment no "Legal Matters" caption.  In so doing, I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.


                                        Sincerely,

                                        /s/ John K. Keane, Jr.

                                        John K. Keane, Jr.