[Letterhead of Richards, Layton & Finger]
May 25, 1994
PECO Energy Capital, L.P.
1013 Centre Road, Suite 350F
Wilmington, DE 19805
Re: PECO Energy Capital, L.P.
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Ladies and Gentlemen:
We have acted as special Delaware counsel for PECO
Energy Capital, L.P., a Delaware limited partnership (the
"Partnership"), 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:
(a) The Certificate of Limited Partnership of the
Partnership, dated as of May 23, 1994 (the "Partnership
Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on May 23,
1994;
(b) The Agreement of Limited Partnership of the
Partnership, dated as of May 23, 1994;
(c) A registration statement (the "Registration
Statement") on Form S-3, including a related prospectus (the
"Prospectus") and a prospectus supplement, proposed to be filed
by PECO Energy Company, a Pennsylvania corporation, and the
Partnership with the Securities and Exchange Commission on or
about May 25, 1994;
(d) A form of Amended and Restated Limited Partnership
Agreement of the Partnership, attached as an exhibit to the
Registration Statement (the "Agreement");
(e) A form of Action of PECO Energy Capital Corp., a
Delaware corporation (the "General Partner"), relating to the
Preferred Partner Interests (the "Action"); and
PECO Energy Capital, L.P.
May 25, 1994
Page 2
(f) A Certificate of Good Standing for the
Partnership, dated May 25, 1994, obtained from the Secretary of
State.
The Agreement as amended and supplemented by the Action
is hereinafter referred to as the "LP Agreement." Initially
capitalized terms used herein and not otherwise defined are used
as defined in the LP Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a)
through (f) above. In particular, we have not reviewed any
document (other than the documents listed in paragraphs (a)
through (f) above) that is referred to in or incorporated by
reference into the LP Agreement or the Registration Statement.
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 LP Agreement constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof,
including with respect to the admission of partners to, and the
creation, operation and termination of, the Partnership, and that
the LP Agreement and the Partnership Certificate are in full
force and effect and have not been 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, including
the LP Agreement, (vi) the receipt by each Preferred Partner of
a Certificate and the payment for the Preferred Partner Interests
PECO Energy Capital, L.P.
May 25, 1994
Page 3
acquired by it, in accordance with the LP Agreement, (vii) that
the books and records of the Partnership set forth all
information required by the LP Agreement and the Delaware Revised
Uniform Limited Partnership Act (6 Del. C. Section 17-101, et seq.)
(the "Act"), including all information with respect to all
Persons to be admitted as Partners and their contributions to the
Partnership, and (viii) that the Preferred Partner Interests are
issued and sold to the Preferred Partners in accordance with the
Registration Statement and the LP Agreement. We have not
participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
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 Partnership has been duly formed and is
validly existing in good standing as a limited partnership under
the Act.
2. Assuming that the Preferred Partners, as limited
partners of the Partnership, do not participate in the control of
the business of the Partnership, upon issuance and payment as
contemplated by the LP Agreement, the Preferred Partner Interests
will represent valid and, subject to the qualifications set forth
herein, will be fully paid and nonassessable limited partner
interests in the Partnership, as to which the Preferred Partners,
as limited partners of the Partnership, will have no liability in
excess of their obligations to make payments provided for in the
LP Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a Preferred
Partner to repay any funds wrongfully distributed to it).
3. There are no provisions in the LP Agreement the
inclusion of which, subject to the terms and conditions therein,
or, assuming that the Preferred Partners, as limited
partners of the Partnership, take no action other than actions
permitted by the LP Agreement, the exercise of which, in
accordance with the terms and conditions therein, would cause the
PECO Energy Capital, L.P.
May 25, 1994
Page 4
Preferred Partners, as limited partners of the Partnership, to be
deemed to be participating in the control of the business of the
Partnership.
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. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person or entity for any purpose.
Very truly yours,