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                                                              January 13, 2004


Exelon Corporation
Exelon Capital Trust I
Exelon Capital Trust II
Exelon Capital Trust III
10 South Dearborn Street - 37th Floor
P.O. Box 805379
Chicago, Illinois 60680

Dear Ladies and Gentlemen:

         We have acted as United States tax counsel to Exelon Corporation, a
Pennsylvania corporation (the "Company"), and Exelon Capital Trust I, Exelon
Capital Trust II and Exelon Capital Trust III, each a statutory trust formed
under the laws of the State of Delaware (each a "Trust" and, collectively, the
"Trusts"), in connection with the preparation of a Registration Statement on
Form S-3 (such Registration Statement, including the prospectus supplement
relating to the Trusts' trust preferred securities that was a part thereof, is
referred to herein as the "Registration Statement") which was filed by the
Company and the Trust with the Securities and Exchange Commission (the
"Commission") on September 5, 2003, under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of (i) debt securities,
common stock, stock purchase contracts and stock purchase units, preferred stock
and subordinated debt securities of the Company and (ii) trust preferred
securities of the Trusts and related guarantees of the Company.

         We are familiar with the proceedings to date with respect to the
Registration Statement and have examined such records, documents and questions
of law, and satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. In addition, we
have assumed that (i) each Trust will be operated strictly in accordance with
the terms of the form of Amended and Restated Declaration of Trust attached as
Exhibit 4.11 to the Registration Statement, (ii) there will be no change in the
laws or regulations currently applicable to the Company and the Trusts, (iii)
such laws and regulations will be the only laws and regulations applicable to
the Company and the Trusts and (iv) there will be no change in the
administrative or judicial interpretations of such laws and regulations.


Exelon Corporation
Exelon Capital Trust I
Exelon Capital Trust II
Exelon Capital Trust III
January 9, 2004
Page 2 of 2

         Based upon and subject to the foregoing, the statements set forth in
the Registration Statement under the headings "Description of Trust Preferred
Securities - United States Federal Income Tax Consequences," to the extent they
constitute matters of federal income tax law or legal conclusions with respect
thereto, set forth our opinion that under then current law and subject to the
assumptions noted above, each of the trusts will be characterized for United
States federal income tax purposes as a "grantor trust" and not as an
association or publicly traded partnership taxable as a corporation. If a trust
is properly characterized as a grantor trust, the trust will not be subject to
United States federal income taxes and each beneficial owner of trust preferred
securities will be treated for such purposes as owning a pro rata undivided
interest in the subordinated debt securities, and will be required to include in
income any income with respect to the owner's allocable share of those
subordinated debt securities.

         In giving the foregoing opinion, we express no opinion as to the laws
of any jurisdiction other than the law of the United States of America.

         This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is rendered as of the date hereof based on the law and
facts in existence on the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in law or fact, whether or
not material, which may be brought to our attention at a later date.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 8-1 to the Registration Statement. We also consent to the use of our
name under the heading "Legal Matters" in the Registration Statement. In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Commission promulgated thereunder.


                                      Very truly yours,

                                      /s/ Ballard Spahr Andrews & Ingersoll, LLP