EXHIBIT 5
BALLARD, SPAHR, ANDREWS & INGERSOLL BALTIMORE, MD
1735 MARKET STREET, 51ST FLOOR CAMDEN, NJ
PHILADELPHIA, PENNSYLVANIA 19103-7599 DENVER, CO
215-665-8500 SALT LAKE CITY, UT
FAX: 215-864-8999 WASHINGTON, DC
August 4, 1994
PECO Energy Company
2301 Market Street
Philadelphia, Pennsylvania 19103
Re: $250,000,000 principal amount of
PECO Energy Company Collateralized
Medium-Term Notes, Series B
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Ladies and Gentlemen:
We have acted as counsel to you in connection with the
proposed issuance of $250,000,000 principal amount of PECO Energy
Company Collateralized Medium-Term Notes, Series B (the "Notes")
and the registration of the Notes under the Securities Act of
1933, as amended. The Notes will be issued under the
Collateralized Note Indenture dated as of October 1, 1989 between
PECO Energy Company (the "Company") and First Fidelity Bank,
National Association as amended by a First Supplemental Indenture
dated as of July 1, 1994 and as supplemented by a Second Supplemental
Indenture dated as of July 1, 1994 (as so amended and supplemented
the "Indenture").
The opinions expressed below are based on the following
assumptions:
(a) The proposed transactions are carried out on the
basis set forth in the Registration Statement and in conformity
with the authorizations, approvals, consents or exemptions under
the securities laws of the various States and other jurisdictions
of the United States;
(b) The Registration Statement filed by the Company
with the Securities and Exchange Commission concurrently with the
date of this letter will become effective;
(c) The Company will fix the maturity dates, the
interest rates, the redemption provisions and other terms of the
Notes in accordance with the provisions of the Indenture;
(d) The Notes will be executed, authenticated and
delivered as provided in the Indenture; and
(e) The Second Supplemental Indenture will be qualified
in accordance with the provisions of the Trust Indenture Act of
1939, as amended, and duly completed, executed and delivered
pursuant to the authority granted by the Board of Directors of
the Company.
Based on the foregoing, we are of the opinion that when
properly authenticated and delivered as provided in the
Indenture, the Notes will be legally issued, valid and binding
obligations of the Company.
We consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the references to this firm
under the heading "Legal Matters" in the Prospectus included in
the Registration Statement.
Very truly yours,
/s/ BALLARD, SPAHR, ANDREWS & INGERSOLL
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Ballard, Spahr, Andrews & Ingersoll