March 13, 1998



PECO Energy Company
2301 Market Street
Philadelphia, PA  19101

         Re:  Capital Trust Pass-through Securities of PECO
              Energy Capital Trust III, Representing Cumulative
              Preferred Securities, Series D of PECO Energy
              Capital, L.P.
              -------------------------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to you (the "Company")
in connection with the proposed issuance by PECO Energy Capital
Trust III (the "Trust") of its Capital Trust Pass-through
Securities (the "Capital Securities"), each representing a
Cumulative Preferred Security, Series D (collectively, the
"Preferred Securities") of PECO Energy Capital, L.P. ("PECO
Energy Capital") and, in connection therewith, the execution and
delivery by the Company of the Payment and Guarantee Agreement
(the "Guarantee") for the benefit of the holders of the Preferred
Securities and the issuance by the Company of its Deferrable
Interest Subordinated Debentures, Series D (the "Subordinated
Debentures"), and the registration of the Capital Securities, the
Preferred Securities, the Guarantee and the Subordinated
Debentures under the Securities Act of 1933, as amended.  The
Subordinated Debentures will be issued under an Indenture between
the Company and First Union National Bank, as trustee (the
"Indenture"), as supplemented by a Third Supplemental Indenture
(the "Supplemental Indenture") between the Company and First
Union National Bank, as trustee.

         The opinions expressed below are based on the following
assumptions:

         (a)  The Registration Statement on Form S-3 filed by
the Trust, PECO Energy Capital and the Company with the
Securities and Exchange Commission with respect to the Capital



PECO Energy Company
March 13, 1998
Page 2


Securities, the Preferred Securities, the Guarantee and the
Subordinated Debentures (the "Registration Statement") will
become effective;

         (b)  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 various states and other jurisdictions of
the United States;

         (c)  Prior to issuance of the Capital Securities:

              (i)  the general partner of PECO Energy Capital
                   will authorize the issuance of, and determine
                   the terms of, the Preferred Securities, which
                   will be purchased by the Trust with the
                   proceeds from the issuance of the Capital
                   Securities;

              (ii) the Supplemental Indenture will have been
                   executed and delivered by the Company, and
                   the Board of Directors of the Company or a
                   committee thereof will have authorized the
                   issuance of, and established the terms of,
                   the Subordinated Debentures;

            (iii)  the Guarantee will be executed and delivered
                   by the Company in accordance with appropriate
                   resolutions of the Board of Directors of the
                   Company or a committee thereof;

            (iv)   the Amendment and Restated Trust Agreement
                   relating to the Trust will have been executed
                   and delivered by First Union Trust Company,
                   National Association, as trustee, and PECO
                   Energy Capital Corp., on its own behalf for
                   the limited purpose stated therein and on
                   behalf of PECO Energy Capital, the grantor of
                   the Trust;

            (v)    Amendment No. 3 to the Amended and Restated
                   Limited Partnership Agreement of PECO Energy
                   Capital will be executed by PECO Energy
                   Capital Corp., as the sole general partner of
                   PECO Energy Capital, and PECO Energy Capital
                   Corp. on behalf of the Preferred Partners (as
                   defined therein); and


PECO Energy Company
March 13, 1998
Page 3


         (d)  The Indenture is and the Supplemental Indenture
will be qualified in accordance with the provisions of the Trust
Indenture Act of 1939, as amended.

         Based on the foregoing, we are of the opinion that:

         1.   When properly executed, authenticated, delivered
and paid for, as provided in the Indenture and the Supplemental
Indenture, the Subordinated Debentures will be legally issued,
valid and binding obligations of the Company.

         2.   When executed and delivered by the Company, the
Guarantee will be a valid and binding obligation of the Company.

         We consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the references to this firm
under the headings "Legal Matters" and "United States Taxation"
in the Prospectus included in the Registration Statement.


                                  Very truly yours,

                                  /s/  Ballard Spahr Andrews &
                                       Ingersoll, LLP