EXHIBIT D-1


                                           May 22, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re:  Dominion Resources, Inc. (File No. 70-09555)

Ladies and Gentlemen:

     This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application-Declaration on Form U-1 (File 70-09555) (the "Application") of
Dominion Resources, Inc. ("DRI") under the Public Utility Holding Company Act of
1935, as amended (the "Act"). The Application requests that the Commission
authorize and approve the financing arrangements and ongoing financing
activities of DRI and its subsidiaries and other related matters (collectively,
the "Financings") pertaining to DRI and its subsidiaries.

     In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such corporate records
of DRI each of its subsidiaries as to which financing authority is sought in the
Application (each, an "Issuer" and collectively, the "Issuers"), certificates of
public officials, certificates of officers and representatives of each of the
Issuers, and other documents as we have deemed necessary in order to render the
opinions hereinafter set forth.

     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
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 aforesaid agreements, instruments,
certificates and documents.


Securities and Exchange Commission
May 22, 2001
Page 2


     The opinions expressed below with respect to the Financings described in
the Application are subject to the following further assumptions and conditions:

     a. Each Financing shall have been duly authorized and approved, to the
extent required by the governing corporate documents and applicable state laws,
by the Board of Directors of the Issuer proposing to effect such Financing.

     b. All required approvals, authorizations, and consents of, and all filings
and registrations with, all applicable federal and state commissions and
regulatory authorities with respect to each Financing shall have been obtained
or made, as the case may be.

     c. The Commission shall have duly entered an appropriate order with respect
to each Financing as described in the Application granting and permitting the
Application to become effective under the Act and the rules and regulations
thereunder.

     d. Each registration statement filed by any Issuer under the Securities Act
of 1933, as amended, in connection with any Financing shall be and shall remain
effective pursuant to the Securities Act of 1933, as amended; no stop order
shall have been entered with respect thereto; and the issuance of securities
thereunder shall have been consummated in compliance with the Securities Act of
1933, as amended, and the rules and regulations thereunder.

     Based on the foregoing, and subject to the assumptions and conditions set
forth herein, we are of the opinion that when the Commission has taken the
action requested in the Application:

     1.   All state laws applicable to each proposed Financing will have been
          complied with.

     2.   Each Issuer is a corporation validly organized, duly existing and in
          good standing in its respective jurisdiction of organization.

     3.   The shares of DRI common stock to be issued in connection with any
          Financing by DRI will be validly issued, fully paid and nonassessable,
          and the holders thereof will be entitled to the rights and privileges
          appertaining thereto set forth in the restated Articles of
          Incorporation of DRI.

     4.   Each debt security to be issued by any Issuer in connection with any
          Financing by such Issuer will be a valid and binding obligation of
          such Issuer in accordance with its terms.



     5.   No Financing by any Issuer will violate the legal rights of the
          holders of any securities issued by such Issuer.

     We are members of the State Bar of New York and we express no opinion as to
the laws of any jurisdiction other than the Act under the federal laws of the
United States. In rendering the foregoing opinion, as to all matters governed by
the laws of the States of Virginia, West Virginia, Pennsylvania, Ohio and North
Carolina, we have relied, without independent inquiry, solely upon the opinions
of local counsel.

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

                                    Very truly yours,



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