Exhibit 5

                        Milbank, Tweed, Hadley & McCloy
                             1 Chase Manhattan Plaza
                            New York, New York 10005


                                November 18, 1998



Central Power and Light Company
539 North Carancahua Street
Corpus Christi, Texas  78401-2802

              Re: Central Power and Light Company
                  Senior Notes

Ladies and Gentlemen:

              We are acting as special counsel for Central Power and Light
Company, a Texas corporation (the "Company"), in connection with the proposed
public offering from time to time of up to $350,000,000 aggregate principal
amount of the Company's Senior Notes (the "Senior Notes"), to be issued in one
or more series pursuant to a Senior Note Indenture (the "Senior Note
Indenture"), proposed to be entered into between the Company and The Bank of New
York, as amended by one or more Supplemental Indentures to be entered into in
connection with the creation and issuance of each series of Senior Notes (each,
a "Supplemental Indenture"). In connection with the proposed offering, the
Company proposes to file a registration statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission for the purpose of
registering the Senior Notes under the Securities Act of 1933, as amended, for
sale pursuant to one or more underwriting or similar agreements (each, an
"Underwriting Agreement").

              We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, certificates of officers and representatives of the Company and other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed. In our examination we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us s copies. As to
various questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certifications by officers of
the Company and other appropriate persons and statements contained in the
Registration Statement.

              Based on the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that when the Senior Note
Indenture is duly authorized, executed and delivered, and when the Supplemental
Indenture with respect to a series of Senior Notes has been duly authorized,
executed and delivered, and when the Senior Notes of such series have been duly
authorized, executed, authenticated and issued in accordance with the terms of
the Senior Note Indenture and the applicable Supplemental Indenture and
delivered against payment





therefor in accordance with the terms of the applicable Underwriting Agreement,
the Senior Notes of such series will constitute legal, valid and binding
obligations of the Company, entitled to the benefits of, and subject to the
provisions of, the Senior Note Indenture and the applicable Supplemental
Indenture, except (a) as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general applicability
affecting the enforcement of creditors' rights, and (b) that such enforceability
may be limited by the application of general principles of equity (regardless of
whether considered in a proceeding in equity or at law), including without
limitation (i) the possible unavailability of specific performance, injunctive
relief or any other equitable remedies and (ii) concepts of materiality,
reasonableness, good faith and fair dealing.

              We do not express any opinion as to matters governed by any laws
other than the laws of the State of New York and the Federal laws of the United
States of America.

              We hereby consent to the reference to us under the heading "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.

                                Very truly yours,



                                /s/ Milbank, Tweed, Hadley & McCloy

RBW/DBB, Jr.


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