Common use of Opinion of Counsel of the Company Clause in Contracts

Opinion of Counsel of the Company. On the Commencement Date and, if specified in any Terms Agreement, on the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of legal counsel for the Company, in form and substance satisfactory to Counsel for the Agent, to the effect that: (i) The Company, Baltimore Gas and Electric Company, ("BGE") and Constellation Enterprises, Inc. ("CEI") have been duly incorporated and are validly existing as corporations in good standing under the law of the State of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; the Company owns all of the outstanding shares of common stock of BGE and CEI; and the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) the Shares have been duly authorized and will, upon issuance and delivery thereof in compliance with this Agreement and against payment therefor pursuant to this Agreement, be duly authorized and issued, fully paid and non-assessable shares and the issuance of the Shares is not subject to preemptive rights; (iii) the Shares conform as to legal matters with the statements concerning them in the Registration Statement and the Prospectus under the caption "DESCRIPTION OF COMMON STOCK"; (iv) this Agreement or such Terms Agreement, as the case may be, has been duly authorized, executed and delivered by the Company; (v) such counsel knows of no approval of any regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Shares by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) the Registration Statement has become effective under the Securities Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. The Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement), and any amendments or supplements thereto, as of their respective effective or issue dates, appeared to comply as to form in all material respects with the requirements of Form S-3 under the Securities Act and the Regulations of the Commission thereunder. Such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any such amendment or supplement, as of such respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown. Such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required. It is understood that such counsel need express no opinion as to the financial statements or other financial and statistical information contained in the Registration Statement or the Prospectus; and (vii) the issuance, sale and delivery of the Shares as contemplated by this Agreement are not subject to the approval of the Commission under the provisions of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"). In rendering the above opinions, counsel for the Company may rely, as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company, public officials, and Ballard, Spahr, Xxxxxxx & Xxxxxxxxx, a Pennsylvania counsel for the Company. References to the Prospectus in this Section 7(b) include any amendments or supplements thereto at the date such opinion is rendered.

Opinion of Counsel of the Company. On the Commencement Date and, if specified in any Terms Agreement, on the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of legal counsel for the Company, in form and substance satisfactory to Counsel for the Agent, to the effect that: (i) The Company, Baltimore Gas and Electric Company, ("BGE") Company and Constellation EnterprisesHoldings, Inc. ("CEI") have been duly incorporated and are validly existing as corporations in good standing under the law of the State of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; the Company owns all of the outstanding shares of common stock of BGE and CEI; and the Company is duly qualified to do business as a foreign corporation in good standing in all the Commonwealth of Pennsylvania and the District of Columbia, which are the only other jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) the Shares have been duly authorized and will, upon issuance and delivery thereof in compliance with this Agreement and against payment therefor pursuant to this Agreement, be duly authorized and issued, fully paid and non-assessable shares and the issuance of the Shares is not subject to preemptive rights; (iii) the Shares conform as to legal matters with the statements concerning them in the Registration Statement and the Prospectus under the caption "DESCRIPTION OF COMMON STOCK"; (iv) this Agreement or such Terms Agreement, as the case may be, has been duly authorized, executed and delivered by the Company; (v) the approval of the Public Service Commission of Maryland necessary for the valid issuance of the Shares by the Company pursuant to this Agreement has been obtained and continues in full force and effect and such counsel knows of no other approval of any other regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Shares by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) the Registration Statement has become effective under the Securities Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. The Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement), and any amendments or supplements thereto, as of their respective effective or issue dates, appeared to comply as to form in all material respects with the requirements of Form S-3 under the Securities Act and the Regulations of the Commission thereunder. Such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any such amendment or supplement, as of such respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown. Such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required. It is understood that such counsel need express no opinion as to the financial statements or other financial and statistical information contained in the Registration Statement or the Prospectus; and (vii) the issuance, sale and delivery of the Shares as contemplated by this Agreement are not subject to the approval of the Commission under the provisions of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or if the Company is a registered holding company under the 1935 Act, the requisite approval of the Commission has been received and continues in full force and effect. In rendering the above opinions, counsel for the Company may rely, as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company, public officials, and Ballard, Spahr, Xxxxxxx Andrews & XxxxxxxxxIngersoll, a Pennsylvania counsel for the Company. References to the Xxxxrenxxx xx xhe Prospectus in this Section 7(b) include any amendments or supplements thereto at the date such opinion is rendered.

Opinion of Counsel of the Company. On the Commencement Date and, if specified in any Terms Agreement, on the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of legal counsel for the Company, in form and substance satisfactory to Counsel for the Agent, to the effect that: (i) The Company, Baltimore Gas and Electric Company, ("BGE") and ), Constellation Enterprises, Inc. ("CEI") ), and Constellation Nuclear, LLC have been duly incorporated and are validly existing as corporations or limited liability companies, as the case may be, in good standing under the law laws of the State of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; the Company owns all of the outstanding shares of common stock of BGE and CEICEI and all of the membership interests of Constellation Nuclear, LLC; and the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) the Shares have been duly authorized and will, upon issuance and delivery thereof in compliance with this Agreement and against payment therefor pursuant to this Agreement, be duly authorized and issued, fully paid and non-assessable shares and the issuance of the Shares is not subject to preemptive rights; (iii) the Shares conform as to legal matters with the statements concerning them in the Registration Statement and the Prospectus under the caption "DESCRIPTION OF COMMON STOCK"; (iv) this Agreement or such Terms Agreement, as the case may be, has been duly authorized, executed and delivered by the Company; (v) such counsel knows of no approval of any regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Shares by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) the Registration Statement has become effective under the Securities Act, and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. The Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement), and any amendments or supplements thereto, as of their respective effective or issue dates, appeared to comply as to form in all material respects with the requirements of Form S-3 under the Securities Act and the Regulations of the Commission thereunder. Such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any such amendment or supplement, as of such respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown. Such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required. It is understood that such counsel need express no opinion as to the financial statements or other financial and statistical information contained in the Registration Statement or the Prospectus; and (vii) the issuance, sale and delivery of the Shares as contemplated by this Agreement are not subject to the approval of the Commission under the provisions of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"). In rendering the above opinions, counsel for the Company may rely, as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company, Company and public officials, and Ballard, Spahr, Xxxxxxx & Xxxxxxxxx, a Pennsylvania counsel for the Company. References to the Prospectus in this Section 7(b) include any amendments or supplements thereto at the date such opinion is rendered.

Opinion of Counsel of the Company. On the Commencement Date and, if specified in any Terms Agreement, on the Settlement Date therefor, the Agent shall have received the favorable opinion dated as of the Commencement Date or such Settlement Date, as the case may be, of legal counsel for the CompanyCompany satisfactory to the Agent, in form and substance satisfactory to Counsel for the Agent, to the effect that: (i) The Company, Baltimore Gas and Electric Company, ("“BGE"”), Constellation Generation Group, LLC (“CGG”) and Constellation Enterprises, Inc. ("“CEI"”) have been duly incorporated and are validly existing as corporations in good standing under the law of the State of Maryland, with power and authority (corporate and other) to own their respective properties and conduct their respective businesses as described in the Prospectus; the Company owns all of the outstanding shares of common stock of BGE and CEICEI and the membership interests of CGG; and the Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of its business or the ownership of its properties requires such qualification and the failure to do so would have a material and adverse impact on its financial condition; (ii) the Shares have been duly authorized and will, upon issuance and delivery thereof in compliance with this Agreement and against payment therefor pursuant to this Agreement, be duly authorized and issued, fully paid and non-assessable shares and the issuance of the Shares is not subject to preemptive rights; (iii) the Shares conform as to legal matters with the statements concerning them in the Registration Statement and the Prospectus under the caption "“DESCRIPTION OF COMMON STOCK"”; (iv) this Agreement or such Terms Agreement, as the case may be, has been duly authorized, executed and delivered by the Company; (v) such counsel knows of no approval of any regulatory authority which is legally required for the valid offering, issuance, sale and delivery of the Shares by the Company under this Agreement (except that such opinion need not pass upon the requirements of state securities acts); (vi) the Registration Statement has become effective under the Securities Act, and, to the best of such counsel's ’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act. The Registration Statement (as of its effective date) and the Prospectus (as of the date of this Agreement), and any amendments or supplements thereto, as of their respective effective or issue dates, appeared to comply as to form in all material respects with the requirements of Form S-3 under the Securities Act and the Regulations of the Commission thereunder. Such counsel has no reason to believe that either the Registration Statement or the Prospectus, or any such amendment or supplement, as of such respective dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown. Such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described or filed as required. It is understood that such counsel need express no opinion as to the financial statements or other financial and statistical information contained or incorporated by reference in the Registration Statement or the Prospectus; and; (vii) the issuance, sale and delivery of the Shares as contemplated by this Agreement are not subject to the approval of the Commission under the provisions of the Public Utility Holding Company Act of 1935, as amended (the "“1935 Act"”); and (viii) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene (i) the articles of incorporation or by-laws of the Company, or (ii) to the best of such counsel’s knowledge, any indenture, bank loan or credit agreement or other evidence of indebtedness binding upon the Company or any agreement or other instrument binding upon the Company that, in the case of any such agreement specified in this clause (ii) is material to the Company or (iii) to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company. In rendering the above opinions, counsel for the Company may rely, as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company, Company and public officials, and Ballard, Spahr, Xxxxxxx & Xxxxxxxxx, a Pennsylvania counsel for the Company. References to the Prospectus in this Section 7(b) include any amendments or supplements thereto at the date such opinion is rendered.