EXHIBIT 5-2
September 10, 2002
Commonwealth Edison Company
10 South Dearborn Street-37th Floor
Chicago, Illinois 60680-5379
Re: ComEd Financing III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Commonwealth Edison
Company, an Illinois corporation (the "Company"), and ComEd Financing III, a
Delaware statutory trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust (the "Certificate of
Trust"), as filed with the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on September
5, 2002;
(b) The Declaration of Trust of the Trust, dated as of September
5, 2002, between the Company and the trustees named therein;
(c) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus (the
"Prospectus"), relating to, among other things, the trust
preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust
(each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company and the Trust with the
Securities and Exchange Commission on September 10, 2002;
Commonwealth Edison Company
September 10, 2002
Page 2
(d) A form of Amended and Restated Declaration of Trust for the
Trust, to be entered into between the Company and the trustees
of the Trust named therein (including the Exhibits thereto)
(the "Declaration of Trust"), attached as an exhibit to the
Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated September
6, 2002, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declaration of Trust.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Declaration of Trust will constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the Trust, and that the Declaration
of Trust and the Certificate of Trust will be in full force and effect and will
not be amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Securities Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Declaration of
Trust and the Registration Statement, and (vii) that the Preferred Securities
are authenticated, issued and sold to the Preferred Security Holders in
accordance with the Declaration of Trust and the Registration Statement. We have
not participated in the preparation of the Registration Statement or the
Prospectus and assume no responsibility for their contents.
Commonwealth Edison Company
September 10, 2002
Page 3
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a statutory trust under the Delaware Statutory Trust Act, 12
Del. C. Section 3801, et. seq.
2. The Preferred Securities of the Trust will represent valid
and, subject to the qualifications set forth in paragraph 3 below, fully paid
and nonassessable beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration of
Trust.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.