Exhibit 5.2

                          [Letterhead of Ropes & Gray]





                                                     June 28, 2002





Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199

Ladies and Gentlemen:

     This opinion is being furnished to you in connection with the Registration
Statement on Form S-3 (the "REGISTRATION STATEMENT"), including the prospectus
that is part of the Registration Statement (the "PROSPECTUS"), filed 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"), on or about the date hereof. The Prospectus provides that it
will be supplemented in the future by one or more supplements to such Prospectus
(each, a "PROSPECTUS SUPPLEMENT"). The Prospectus as supplemented by the various
Prospectus Supplements will provide for the issuance and sale by the Company of
up to $950,000,000 aggregate principal amount of unsecured debt securities of
the Company (the "DEBT SECURITIES"). The Debt Securities are to be issued
pursuant to an Indenture dated as of July 1, 1998 (as amended and supplemented
from time to time, the "INDENTURE") between the Company and The Bank of New
York, as trustee.

     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 opinions 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 opinions expressed herein are limited to matters governed by the laws
of the State of New York.

     Based upon the foregoing and subject to the additional qualifications set
forth below, we are of the opinion that when the Registration Statement has
become effective under the Securities Act, the terms of the Debt Securities 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



Palmer & Dodge LLP                   -2-                           June 28, 2002


jurisdiction over the Company or any of its property, and the Debt Securities
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 Registration Statement, the Prospectus and the related
Prospectus Supplement, the Debt Securities will constitute the valid and binding
obligations of the Company, subject to the qualifications set forth in the
paragraphs below.

     Our opinion that the Debt Securities constitute the valid and binding
obligations of the Company assumes that the Indenture and any applicable
supplemental indenture thereto has been or will be duly authorized, executed and
delivered by the parties thereto. Our opinion that the Debt Securities
constitute the valid and binding obligations of the Company assumes that the
Debt Securities will be duly authorized by all necessary corporate action by the
Company.

     Our opinion that the Debt Securities constitute the valid and binding
obligations of the Company is 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. Our
opinion expressed herein is also subject to the qualification that in the case
of the Indenture or other agreement or instrument pursuant to which any of the
Debt Securities are to be issued, there shall be no terms or provisions
contained therein which would affect the validity of any of the opinions
expressed herein.

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


                                         Sincerely,

                                         /s/ Ropes & Gray

                                         Ropes & Gray