March 13, 1998 PECO Energy Company 2301 Market Street Philadelphia, PA 19101 Ladies and Gentlemen: We have acted as special counsel to you (the "Company") in connection with the registration of Capital Trust Pass-through Securities to be issued by PECO Energy Capital Trust III, representing Cumulative Preferred Securities, Series D of PECO Energy Capital, L.P. and the registration of the related Payment and Guarantee Agreement and Deferrable Interest Subordinated Debentures, Series D of the Company and hereby confirm to you our opinion as set forth under the heading "United States Taxation" in the Prospectus included in the Registration Statement filed on Form S-3. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP