Exhibit 5
October 27, 2000
Allegheny Energy, Inc.,
10435 Downsville Pike
Hagerstown, MD 21740-1766
Ladies and Gentlemen:
We refer to the registration under the Securities
Act of 1933 (the "Act") of 5,000,000 shares (the
"Securities") of Common Stock, par value $1.25 per share, of
Allegheny Energy, Inc., a Maryland corporation (the
"Company"), and 5,000,000 related stock purchase rights (the
"Rights") to be issued pursuant to the Stockholder
Protection Rights Agreement, dated as of March 2, 2000 (the
"Rights Agreement"), between the Company and ChaseMellon
Shareholder Services L.L.C., as Rights Agent (the "Rights
Agent"). We understand that the Securities will be sold by
the Company pursuant to a Dividend Reinvestment and Stock
Purchase Plan described in such Form S-3 (the "Plan"); that
the sale of the Securities will be duly authorized by the
Board of Directors of the Company; that the Securities will
be purchased in the open market and duly sold and delivered
in accordance with the terms of the Plan; and that all other
necessary corporate action by the Board of Directors and
officers of the Company in connection with the proposed sale
of the securities pursuant to the Plan by the Company has
been or will be taken prior thereto.
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:
(1) When the registration statement relating to the
Securities and the Rights (the "Registration Statement") has
become effective under the Act, and the Securities have been
duly sold as contemplated by the Registration Statement, the
Securities will be validly issued, fully paid and
nonassessable.
(2) Assuming that the Board of Directors of the
Company, after fully informing itself with respect to
the Rights Agreement and the Rights and after giving
due consideration to all relevant matters, determined
that the execution and delivery of the Rights Agreement
and the issuance of the Rights thereunder would be in
the best interests of the Company and its stockholders,
and assuming further that the Rights Agreement has been
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duly authorized, executed and delivered by the Rights
Agent, then when the Registration Statement has become
effective under the Act and the Securities have been
validly issued and sold as contemplated by the
Registration Statement, the Rights attributable to the
Securities will be validly issued.
In connection with our opinion set forth in
paragraph (2) above, we note that the questions whether the
Board of Directors of the Company might be required to
redeem the Rights at some future time, or to determine that
the Rights should only be exchangeable without cash payment,
will depend upon the facts and circumstances existing at
that time and, accordingly, are beyond the scope of such
opinion.
The foregoing opinion is limited to the Federal
laws of the United States, the laws of the State of
Maryland, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction. Also, 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
reference to us under the heading "Validity of the Common
Stock" 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
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