Exhibit 5


                        [Letterhead of McGuireWoods LLP]

                                 August 20, 2003

Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia  23219


                    DOMINION RESOURCES, INC. (the "Company")
                    Medium-Term Notes, Series B (the "Notes")

Ladies and Gentlemen:

     We have been requested, as your special tax counsel, to render federal tax
advice in connection with the (i) Registration Statement on Form S-3 (File No.
333-106790) (the "Registration Statement") filed by the Company and Dominion
Resources Capital Trust IV with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended (the
"Securities Act"), Senior Debt Securities, Junior Subordinated Debentures, Trust
Preferred Securities, Related Guarantee and Agreement as to Expenses and
Liabilities, Common Stock, Preferred Stock, Stock Purchase Contracts and Stock
Purchase Units, from the sale of which the Company may receive proceeds of up to
$3,000,000,000, to be offered from time to time by the Company on terms to be
determined at the time of the offering and (ii) the offering of U.S.
$2,490,000,000 maximum aggregate principal amount of your Notes as described in
the Company's Prospectus, dated July 11, 2003 (the "Prospectus"), which is a
part of the Registration Statement, and Prospectus Supplement, dated August 20,
2003 (the "Prospectus Supplement"). The Notes will be offered on a continuing
basis pursuant to an Indenture, dated as of June 1, 2000, as previously
supplemented and as further supplemented by a Fourteenth Supplemental Indenture,
dated as of August 1, 2003 between the Company and JPMorgan Chase Bank, as
Trustee (the Indenture, as supplemented, is referred to herein as the
"Indenture"). Capitalized terms used and not defined herein shall have the
meanings assigned to them in the Prospectus Supplement.

     We have reviewed copies of (i) the Registration Statement, (ii) the
Prospectus, (iii) the Prospectus Supplement and (iv) the Indenture. In addition,
we have reviewed such other documents and made such other factual and legal
inquiries as we have considered necessary for purposes of this opinion.



Dominion Resources
August 20, 2003
Page 2

     In particular, we have reviewed the discussion set forth in the Prospectus
Supplement under the heading "Certain United States Federal Income Tax
Considerations" and hereby advise you that we are of the opinion that, under
current United States federal income tax law, although such discussion does not
purport to discuss all possible United States federal income tax consequences of
the purchase, ownership and disposition of the Notes, such discussion
constitutes an accurate summary of the matters discussed therein in all material
respects.

     In rendering the foregoing opinion, we express no opinion as to the laws of
any jurisdiction other than the federal income tax laws of the United States.
This opinion will not be updated for subsequent changes or modifications to the
law and regulations or to the judicial and administrative interpretations
thereof, unless we are specifically engaged to do so.

     We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to references to us under the
heading "Legal Opinions" in the Prospectus Supplement and under the heading
"Legal Opinions" in the Prospectus. We do not admit by giving this consent that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.

                                                            Very truly yours,


                                                            /s/ McGuireWoods LLP