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EXHIBIT 5.1
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING BANK ONE PLAZA LOS ANGELES
---- 10 SOUTH DEARBORN STREET ----
BRUSSELS CHICAGO, ILLINOIS 60603 NEW YORK
---- TELEPHONE 312 853 7000 ----
CHICAGO FACSIMILE 312 853 7036 SAN FRANCISCO
---- www.sidley.com ----
DALLAS SHANGHAI
---- FOUNDED 1866 ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
August 25, 2003
Commonwealth Edison Company
10 South Dearborn Street - 37th Floor
Post Office Box 805379
Chicago, Illinois 60680-5379
Re: $250,000,000 aggregate principal amount of First Mortgage
4.74% Bonds, Series 102, Due August 15, 2010
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Ladies and Gentlemen:
We have acted as counsel to Commonwealth Edison Company, an Illinois
corporation (the "Company"), in connection with the issuance and sale by the
Company of $250,000,000 aggregate principal amount of First Mortgage 4.74%
Bonds, Series 102, Due August 15, 2010 (the "Bonds"), covered by the
Registration Statement on Form S-3, No. 333-99363 (as amended, the "Registration
Statement"), initially filed by the Company and ComEd Financing III, a statutory
trust created under the laws of the State of Delaware, with the Securities and
Exchange Commission on September 10, 2002, under the Securities Act of 1933, as
amended.
The Bonds were issued under the Company's Mortgage (the "Mortgage"),
dated July 1, 1923, as amended and supplemented, between the Company and
Illinois Merchants Trust Company, as trustee (BNY Midwest Trust Company, as
current successor trustee), and D.G. Donovan, as co-trustee (collectively, the
"Bonds Trustees"), which Mortgage is governed by Illinois law, and sold by the
Company pursuant to the Underwriting Agreement, dated as of August 18, 2003,
between the Company and Banc One Capital Markets, Inc., J.P. Morgan Securities
Inc. and Wachovia Capital Markets, LLC, as representatives of the several
underwriters named therein.
For the purpose of expressing the opinions and statements in this
opinion letter, we have examined and relied upon a copy of the Registration
Statement and the exhibits filed therewith. We have also examined originals, or
copies of originals certified to our satisfaction, of such agreements,
documents, certificates of officers of the Company and the Bond Trustees and
statements of government officials and other instruments, and have examined such
questions
SIDLEY AUSTIN BROWN & WOOD LLP IS AN ILLINOIS LIMITED LIABILITY PARTNERSHIP
PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS
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SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Commonwealth Edison Company
August 25, 2003
Page 2
of law and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion letter. We have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all persons and the
conformity with the original documents all documents submitted to us as
certified or photostatic copies or by facsimile or other means of electronic
transmission or which we obtained from the Electronic Data Gathering, Analysis
and Retrieval System (EDGAR) of the SEC or other internet sites through which
documents filed with the SEC can be obtained. With respect to any instrument or
agreement executed or to be executed by any party other than the Company, we
have assumed, to the extent relevant to the opinions set forth herein, that (i)
such other party (if not a natural person) has been duly organized and is
validly existing and in good standing under the laws of its jurisdiction of
organization and (ii) such other party has full right, power and authority to
execute, deliver and perform its obligations under each instrument or agreement
to which it is a party and each such instrument or agreement has been duly
authorized (if applicable), executed and delivered by, and is a valid, binding
and enforceable agreement or obligation, as the case may be, of, such other
party.
Based on the foregoing, and subject to the limitations hereinafter set
forth, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Illinois.
2. The Bonds are legally issued and binding obligations of the
Company enforceable against the Company in accordance with their respective
terms (except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights generally and by the
effect of general principles of equity, regardless of whether considered in a
proceeding in equity or at law).
This opinion letter is limited to the federal laws of the United
States of America and the laws of the State of Illinois.
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia to
the Bonds.
We hereby consent to the filing of this letter as Exhibit 5-1-3 to the
Registration Statement and the references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP