Exhibit 5(b)
PIPER & MARBURY
L.L.P.
1200 NINETEENTH STREET, N.W.
Washington, D.C. 20036-2430
202-861-3900
FAX: 202-223-2085 BALTIMORE
NEW YORK
PHILADELPHIA
EASTON
April 3, 1997
Constellation Energy Corporation
c/o David A. Brune
Baltimore Gas and Electric Company
39 West Lexington Street
Baltimore, Maryland 2l201
Re: Registration Statement on Form S-3
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Dear Sirs:
We have acted as counsel to Constellation Energy
Corporation, (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act") of 10
million shares of the Company's Common Stock, no par value (the
"Common Shares"). The Common Shares will be issued in connection
with and pursuant to the Company's Common Stock Shareholder
Investment Plan (the "Plan). The Common Shares are being
registered on Registration Statement on Form S-3 (the
"Registration Statement") to be filed by the Company with the
Securities and Exchange Commission (the "Commission"). The Plan
is filed as part of the Registration Statement.
We have reviewed the Company's Amended and Restated Articles
of Incorporation (the "Charter"), and its by-laws (the "By-
Laws"), which we have been advised will be effective as of the
effective time of the merger among Baltimore Gas and Electric
Company, Potomac Electric Power Company and the Company. We have
reviewed the Registration Statement and the Plan and have
examined and relied upon such corporate records of the Company
and other documents and certificates as to factual matters as we
have deemed necessary or appropriate for the purpose of rendering
the opinion expressed herein. We have assumed, without
independent verification, the genuineness of the signatures on
and the authenticity of all documents furnished to us by the
Company.
Based upon the foregoing, we are of the opinion and advise
you that the Common Shares have been duly authorized and, when
issued and paid for pursuant to the Plan in the manner
Constellation Energy Corporation
April 3, 1997
Page 2
contemplated by the Registration Statement, will have been
validly and legally issued and will be fully paid and non-
assessable.
The opinion expressed herein concerns only the effect of the
law (excluding the principles of conflicts of law) of the
Commonwealth of Virginia and the United States of America.
This opinion is provided solely for your benefit and may not
be relied upon by, or quoted to, any other person or entity, in
whole or in part, without our prior written consent except that
Donna M. Levy may rely upon this opinion in rendering her opinion
to you dated today regarding the Common Shares.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the
Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus and any amendments
thereto.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.