January 24, 2003



Constellation Energy Group, Inc.,

750 E. Pratt Street,

Baltimore, Maryland 21202.



Dear Sirs:



          In connection with the registration under the Securities Act of 1933

(the "Act") of $2,000,000,000 aggregate amount of: senior debt securities;

convertible debt securities; preferred stock; common stock, without par value;

warrants; stock purchase contracts and units (the senior debt securities,

convertible debt securities, the warrants, the stock purchase contracts and the

units, collectively, referred to herein as the "Securities") of Constellation

Energy Group, Inc., a Maryland corporation (the "Corporation"), we, as your

special counsel, have examined such corporate records, certificates and other

documents and such questions of law, as we have considered



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Constellation Energy Group, Inc.                                             -2-



necessary or appropriate for the purposes of this opinion.



          Upon the basis of such examination, we advise you that, in our

opinion:



          (1) Debt Securities. The indenture relating to the senior debt

securities and convertible debt securities, dated as of March 24, 1999 (the

"Indenture"), between the Corporation and The Bank of New York, as trustee (the

"Trustee"), and the first supplemental indenture between the Corporation and the

Trustee, dated as of January 24, 2003 (the "First Supplemental Indenture"), to

the Indenture relating to the senior debt securities and convertible debt

securities have been duly authorized, executed and delivered by the Corporation

and constitute valid and legally binding obligations of the Corporation,

enforceable in accordance with their terms, subject to bankruptcy, insolvency,

reorganization, fraudulent conveyance, moratorium and similar laws of general

applicability relating to or affecting creditors' rights and to general equity

principles. When the Registration Statement has become effective under the Act,

the terms of the senior



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Constellation Energy Group, Inc.                                             -3-



debt securities and convertible dent securities to be issued under the Indenture

and the First Supplemental Indenture and of their issuance and sale have been

duly established by all necessary corporate action in conformity with the

Indenture and First Supplemental Indenture so as not to violate any applicable

law or result in a default under or breach of any agreement or instrument

binding upon the Corporation and so as to comply with any requirement or

restriction imposed by any court or governmental body having jurisdiction over

the Corporation and the senior debt securities and the convertible debt

securities have been duly authorized, executed and authenticated in accordance

with the Indenture and First Supplemental Indenture and issued and sold as

contemplated in the Registration Statement, the senior debt securities and

convertible debt securities will constitute valid and legally binding

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