Exhibit 8
June 30, 2000
Carolina Power & Light Company
411 Fayetteville Street
Raleigh, North Carolina 27601-1748
Ladies and Gentlemen:
We have acted as counsel to Carolina Power & Light Company (the
"Company") in connection with the Company's Registration Statement (No.
333-69237) on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of $1,500,000,000 aggregate principal
amount of debt securities and the related Prospectus Supplement dated June 30,
2000 (the "Prospectus Supplement") in connection with the offering of
$300,000,000 aggregate principal amount of Medium-Term Notes, Series D (the
"Notes").
We have reviewed the originals or copies of (i) the Registration
Statement and (ii) such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below.
Based on the foregoing, we are of the opinion that the legal
conclusions contained in the Prospectus Supplement under the caption "Certain
United States Federal Income Tax Considerations" are correct in all material
respects, and the discussion thereunder does not omit any material provision
with respect to the matters covered. You should be aware that this opinion
represents our conclusions as to the application of existing law to a
transaction as described therein. There can be no assurance that contrary
positions will not be taken by the Internal Revenue Service or that the law will
not change.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the caption "Certain United States Federal Income Tax Considerations" in
the Prospectus Supplement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required by Section 7 of the Act or
the rules and regulations promulgated thereunder by the Securities and Exchange
Commission.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Notes under the laws of any state.
Very truly yours,
/s/ Hunton & Williams
