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                                  June 25, 2001



Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108

Ladies and Gentlemen:

         Reference is made to our opinion dated January 30, 2001 and included as
Exhibit 5.2 to the Registration Statement on Form S-3 (File No. 333-55090) (the
"Registration Statement") filed on February 6, 2001 by Tampa Electric Company, a
Florida corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"). We are
rendering this supplemental opinion in connection with the prospectus supplement
dated June 20, 2001 (the "Prospectus Supplement") filed by the Company pursuant
to Rule 424 promulgated under the Securities Act. The Prospectus Supplement
relates to the offering by the Company of an aggregate principal amount of
$250,000,000 of 6.875% Notes due 2012 (the "Notes"). The Notes will be issuable
under an indenture dated as of July 1, 1998 (the "Base Indenture") between the
Company and The Bank of New York, as trustee (the "Trustee"), as amended and
supplemented by a third supplemental indenture dated as of June 15, 2001 between
the Company and the Trustee (together with the Base Indenture, the "Indenture").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents and records and have made such
investigation of fact and such examination of law as we have deemed appropriate
in order to enable us to render the opinion set forth herein. In conducting such
investigation, we have relied, without independent verification, upon
certificates of officers of the Company, public officials and other appropriate
persons.

         The opinion expressed herein is limited to matters governed by the laws
of the State of New York.

         Based upon the foregoing and assuming that the Indenture has been duly
authorized, executed and delivered by the parties thereto, the Notes have been
duly authorized by all necessary corporate acts by the Company, the Registration
Statement has become effective under
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the Securities Act, the terms of the Notes and of their issuance and sale have
been duly established in conformity with the Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over the Company or any of its property, and the Notes have been
duly executed, authenticated and delivered in accordance with the Indenture
against payment of the purchase price therefor and issued and sold as
contemplated by the Prospectus Supplement, we are of the opinion that the Notes
will constitute the valid and binding obligations of the Company, subject to (i)
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application affecting the rights and remedies of creditors, and (ii)
general principles of equity, regardless of whether applied in proceedings in
equity or at law.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the Prospectus
Supplement under the caption "Legal Matters."

                                                     Very truly yours,

                                                     /s/ ROPES & GRAY

                                                     Ropes & Gray