<PAGE>
EXHIBIT 5(i)
[LETTERHEAD OF MCGUIRE, WOODS, BATTLE & BOOTHE LLP]
June 1, 2000
Board of Directors
Virginia Electric and Power Company
701 East Cary Street
Richmond, Virginia 23219
Ladies and Gentlemen:
Reference is made to your Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the Registration Statement) in
connection with the registration of up to U.S. $1,500,000,000 aggregate
principal amount of certain Mortgage Bonds, Senior Debt Securities, Junior
Subordinated Notes, Trust Preferred Securities and Related Guarantee, Preferred
Stock, and Agreement Regarding Expenses and Liabilities (collectively, the
Securities) under the Securities Act of 1933, as amended (the Securities Act).
In connection with the offering of the Securities, you have requested our
opinion with respect to the matters set forth herein.
In connection with the delivery of this opinion, we have examined originals
or copies of the Restated Articles of Incorporation of the Company, as amended,
the Bylaws of the Company, the Registration Statement and the exhibits thereto,
certain resolutions adopted or to be adopted by the Board of Directors, an order
(the "Order") issued on May 26, 2000 in Case No. PUF000016 by the State
Corporation Commission of the Commonwealth of Virginia (Virginia Commission)
authorizing various financing transactions and other matters, the forms of
certificates representing the Securities and such other records, agreements,
instruments, certificates and other documents of public officials, the Company
and its officers and representatives, and have made such inquiries of the
Company and its officers and representatives, as we have deemed necessary or
appropriate in connection with the opinions set forth herein. We are familiar
with the proceedings heretofore taken, and with the additional proceedings
proposed to be taken, by the Company in connection with the authorization,
registration, issuance and sale of the Securities. With respect to certain
factual matters, we have relied upon representations from, or certificates of,
officers of the Company. In making such examination and rendering the opinions
set forth below, we have assumed without verification the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
authenticity of the originals of such documents submitted to us as certified
copies, the conformity to originals of all documents submitted to us as copies,
the authenticity of the
<PAGE>
originals of such latter documents, that all documents submitted to us as
certified copies are true and correct copies of such originals and the legal
capacity of all individuals executing such documents.
Based on such examination and review, and subject to the foregoing, we are
of the opinion that
1. The Company is a corporation duly organized and validly existing under
the laws of the Commonwealth of Virginia, and has the corporate power to conduct
its business as now conducted and to issue the Securities of which the Company
is the issuer.
2. When the Registration Statement, as it may be amended, has become
effective under the Securities Act, and any applicable state securities or Blue
Sky laws have been complied with, and upon issuance, delivery and payment
therefore in the manner contemplated by the Registration Statement, the
Securities of which the Company is the issuer will be validly issued, fully paid
and non-assessable and, to the extent that the Securities are debt securities of
the Company, they will be valid and binding obligations of the Company.
This opinion is limited to the laws of the United States of America, the
Commonwealth of Virginia and the State of New York, and we have not considered,
and we express no opinion as to, the laws of any other jurisdiction.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the statements made with regard to our firm under
the caption "EXPERTS" appearing in the prospectus that is a part of the
Registration Statement, and in any supplements thereto. In giving such consent,
we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
Very truly yours,
McGuire, Woods, Battle & Boothe, LLP
