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EXHIBIT 5
(WGL HOLDINGS, INC. COMPANY LETTERHEAD)
October 12, 2000
WGL Holdings, Inc.
1100 H Street, NW
Washington, DC 20080
Re: Post-Effective Amendment No. 2 to
Registration Statement on Form S-3 of
WGL Holdings, Inc
(Reg. No. 33-61199)
Ladies and Gentlemen:
You have requested an opinion in connection with Post-Effective
Amendment No. 2 to the Registration Statement on Form S-3 (Post-Effective
Amendment), filed by WGL Holdings, Inc. (Company) with the Securities and
Exchange Commission under the Securities Act of 1933 (Act). The Post-Effective
Amendment relates to an offering by the Company of its common stock, without par
value (Common Stock), pursuant to the Company's Dividend Reinvestment and Common
Stock Purchase Plan.
I am Senior Vice President and General Counsel of the Company. In
connection with this opinion, I have considered such records and documents and
made such examinations of law as I have deemed relevant in connection with this
opinion. It is my opinion that when there has been compliance with the Act and
the applicable state securities laws, the shares of Common Stock to be sold by
the Company, when issued, delivered, and paid for in the manner described in the
Post-Effective Amendment, will be legally issued, and the shares of Common
Stock, when so issued, delivered and paid for, will also be fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment. In so doing, I do not admit that I am in the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely,
John K. Keane, Jr.
