Exhibit 5
July 17, 2000
Allegheny Energy, Inc.,
10435 Downsville Pike,
Hagerstown, Maryland 21740-1766.
Ladies and Gentlemen:
In connection with the registration under the
Securities Act of 1933 (the "Act") of unsecured debt
securities (the "Securities") of Allegheny Energy, Inc., a
Maryland corporation (the "Company"), with an aggregate
initial offering price up to $300,000,000, we, as your
counsel, have examined such corporate records, certificates
and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this
opinion.
Upon the basis of such examination, we advise you
that, in our opinion, when the Registration Statement has
become effective under the Act, the terms of the Securities
and of their issuance and sale have been duly established in
conformity with the Indenture to be entered into between the
Company and Bank One Trust Company, N.A., as Trustee, so as
not to violate any applicable law or result in a default
under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Company and the Securities have been
duly executed and authenticated in accordance with such
Indenture and issued and sold as contemplated in the
Registration Statement and in conformity with any orders
under the Public Utility Holding Company Act of 1935
relating to the Securities, the Securities will constitute
valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles.
In rendering the foregoing opinion, we have relied
as to certain matters on information obtained from public
officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the
references to us under the heading "Validity of Securities"
in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
Sullivan & Cromwell
