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Exhibit 5(a)
[Letterhead of Hunton & Williams]
June 23, 2000
CP&L Energy, Inc.
411 Fayetteville Street
Raleigh, North Carolina 27601-6111
Registration Statement on Form S-3 Relating to the
Shares of Common Stock to be Offered and Sold Pursuant to
the CP&L Energy, Inc. Automatic Dividend Reinvestment and Stock Purchase Plan
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Ladies and Gentlemen:
We have acted as counsel to CP&L Energy, Inc., a North Carolina
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), for the registration under the Act of 7,500,000 shares of
the Company's common stock, without par value (the "Common Stock"), to be
offered and sold pursuant to the Company's Automatic Dividend Reinvestment and
Stock Purchase Plan as contemplated in the Registration Statement.
In rendering this opinion, we have relied upon, among other things, our
examination of such documents and records of the Company and certificates of
each of its officers and of public officials as we have deemed necessary.
We are members of the North Carolina bar and do not purport to express
an opinion on any laws other than the laws of the State of North Carolina and
the federal laws of the United States of America.
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of North Carolina; and
2. The Common Stock has been duly authorized and, when the shares have
been issued as described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
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CP&L Energy, Inc.
June 23, 2000
Page 2
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the references to
Hunton & Williams under the heading "Experts and Legality" in the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Act or the
rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Hunton & Williams
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Hunton & Williams
