35-CERT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

- ------------------------------------------ -------------------------------------
                                           )
Application for Dominion Resources, Inc.   )  CERTIFICATE PURSUANT TO
and Virginia Power Electric Company on     )  RULE 24 UNDER THE
Form U-1 (File No. 70-9807)                )  PUBLIC  UTILITY HOLDING
                                           )  COMPANY ACT OF 1935, AS AMENDED
                                           )
- ------------------------------------------ -------------------------------------


     Pursuant to the  requirements  of Rule 24 under the Public Utility  Holding
Company Act of 1935, as amended,  Dominion Resources,  Inc. ("DRI") and Virginia
Electric  Power  Company  (the  "Company")   certify  that  the  acquisition  of
securities  of three  non-utility  generation  facilities,  as  proposed  in the
Application to the Commission on Form U-1 in File Number 70-9807, and authorized
by order of the  Commission in Public  Utility  Holding  Company Act Release No.
27355,  dated March 16, 2001, has been carried out in accordance  with the terms
and conditions of and for the purposes represented in the Application and of the
Commission's order with respect thereto.

                                    SIGNATURE

     Pursuant to the Public Utility Holding Company Act of 1935, the undersigned
companies  have  caused  this  Certificate  to be signed on their  behalf by the
undersigned thereunto duly authorized.

Dominion Resources, Inc.               Virginia Electric and Power Company
By:      /s/James F. Stutts            By:    /s/Karen W. Doggett
   Name:   James F. Stutts                Name:    Karen W. Doggett
   Title:  Vice President and             Title:   Assistant Corporate Secretary
           General Counsel

                                       Date:    April 6, 2001
Date:    April 6, 2001

EX-5

                      LeBoeuf, Lamb, Greene & MacRae, LLP
                              125 West 55th Street
                               New York, NY 10019

                                                              April 6, 2001



U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

          Re:  Dominion   Resources,   Inc.  and  Virginia  Electric  and  Power
               Company's  Application  on Form U-1, File No. 70-9807 and Holding
               Company Act Release No. 27355 (March 16, 2001)

Ladies and Gentlemen:

     This opinion is  furnished to the  Securities  and Exchange  Commission  in
connection with the acquisition by Dominion Resources, Inc. ("DRI") and Virginia
Electric and Power Company (the "Company" and,  collectively,  "Applicants")  of
all of the  partnership  interests  in three  California  general  partnerships:
LG&E-Westmoreland Southampton, LG&E-Westmoreland Altavista and LG&E-Westmoreland
Hopewell (collectively "Partnerships") from Westpower-Franklin, L.P., a Virginia
limited partnership, LG&E Southhampton,  L.P., a California limited partnership,
LG&E Power 11 Incorporated, a California corporation, Westpower-Altavista, L.P.,
a Virginia  limited  partnership,  LG&E  Altavista,  L.P., a California  limited
partnership,   LG&E   Power   12   Incorporated,   a   California   corporation,
Westpower-Hopewell, L.P., a Virginia limited partnership, LG&E Hopewell, L.P., a
California  limited  partnership,  and LG&E Power 13 Incorporated,  a California
corporation.  Prior to the  acquisition  by Applicants,  the three  partnerships
owned and  operated  three  separate  generation  plants  located  in  Virginia.
Applicants  previously  submitted  an  application  on Form U-1 under the Public
Utility  Holding  Company Act of 1935 (the "1935  Act"),  File No.  70-9807 (the
"Application")  requesting  authority  to  undertake  the  acquisition,  and the
Commission  subsequently  issued an order  approving the  Acquisition in Holding
Company Act Release No. 27355 (March 16, 2001) (the "Order").

     We have examined  originals of the Application and Order and originals,  or
copies  certified  to  our  satisfaction,  of  such  corporate  records  of  the
Applicants,  certificates  of public  officials,  certificates  of officers  and
representatives  of the  Applicants  and other  documents  as we have  deemed it
necessary to require as a basis for the opinions hereinafter expressed.  In such
examination, we have assumed the genuineness of all signatures, the authenticity
of  all  documents  submitted  to us as  originals  and  the  conformity  to the
authentic original  documents of all documents  submitted to us as copies. As to
any facts  material  to our  opinion,  we have,  when  relevant  facts  were not
independently  established,  relied  upon  the  application  and  the  aforesaid
corporate  records,  certificates  and other  documents.  In  addition,  we have
examined such questions of law, as we considered  necessary or  appropriate  for
the purpose of rendering this opinion.

     Based on the foregoing,  and subject to the final paragraph  hereof, we are
of the opinion that:

          (1)  All state laws  applicable to the  transactions  described in the
               Application were complied with.

          (2)  Upon  the  consummation  of  the  transactions  proposed  in  the
               Application,  each of DRI and the Company  was duly  incorporated
               and existing as a corporation  in good standing under the laws of
               the Commonwealth of Virginia.

          (3)  The   Company   legally   acquired   Seller's   interest  in  the
               Partnerships.

          (4)  The consummation of the transactions  proposed in the Application
               did not violate the legal rights of the holders of any securities
               which  had  been  issued  by DRI  and/or  the  Company  and  were
               outstanding on March 23, 2001.

          (5)  The transactions  proposed in the Application were carried out in
               accordance with the Application.

     The opinions expressed above in respect of the approval of the transactions
described  in the  Application  are  subject  to the  following  assumptions  or
conditions:

         a. The Commission shall have duly entered, and not rescinded, the Order
         granting and and  permitting the  Application to become  effective with
         respect to the transactions described therein.

         b. No act or event other than as described  herein shall have  occurred
         subsequent to March 23, 2001, which would change the opinions expressed
         above.

         c.  This  opinion  is  rendered  as of the date  hereof  and we  hereby
         disclaim any  obligation  to notify any person after the date hereof if
         any change in fact or law could  change our opinion with respect to any
         matter set forth  herein.  This  opinion  may not be relied upon by any
         other  person or in any other  transaction  and may not be  circulated,
         quoted or cited, in whole or in part, without our express prior written
         consent.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Application.

     We are  members  of the bar of the  State  of New York  and we  express  no
opinion  as to the laws of any  jurisdiction  other  than the 1935 Act under the
federal laws of the United States. In rendering the foregoing opinion, as to all
matters  governed by the laws of the  Commonwealth of Virginia,  we have relied,
without independent inquiry,  solely upon the opinion of Troutman Sanders Mays &
Valentine LLP dated April 4, 2001.

                                          Very truly yours,

                                          LeBoeuf, Lamb, Greene & MacRae, L.L.P.