Exhibit 10(v)
                                                                  EXECUTION COPY


                            AMENDMENT AND RESTATEMENT


     AMENDMENT AND  RESTATEMENT,  dated as of July 30, 2003 (this "Amendment and
Restatement"),  to that certain 364-DAY REVOLVING CREDIT AGREEMENT,  dated as of
July 31, 2002, (the "Existing  Agreement";  and as amended by this Amendment and
Restatement, the "Amended and Restated Agreement"), among Carolina Power & Light
Company (d/b/a/ Progress Energy Carolinas, Inc., the "Company"), certain Lenders
named therein (the "Lenders") and Citibank,  N.A., as Administrative  Agent (the
"Administrative Agent").

                              PRELIMINARY STATEMENT

     The Company,  the Lenders and the  Administrative  Agent previously entered
into the Existing  Agreement.  The parties hereto now wish to amend the Existing
Agreement in its entirety to read as set forth in the  Existing  Agreement  with
the  amendments  set  forth  below.  The  parties  therefore  agree  as  follows
(capitalized  terms used but not defined herein having the meanings  assigned to
such terms in the Existing Agreement):

     SECTION 1. Amendment to Existing Agreement. Effective as of the date of the
Termination Date (as defined in the Existing  Agreement without giving effect to
this Amendment and Restatement,  the "Current Termination Date")) and subject to
the satisfaction of the conditions  precedent set forth in Section 2 hereof, the
Existing Agreement is hereby amended as follows:

          (a)  By  adding  the  following  new  definition  in  the  appropriate
     alphabetical order:

                    "Borrowing"   means  a  borrowing   consisting  of
               Advances  of the same Type made on the same day by each
               of the Lenders  pursuant to Section  2.01 or  Converted
               pursuant to Section 2.09 or Section 2.10.

          (b) By deleting the  definition of "Revolving  Period" in Section 1.01
     thereof in its entirety and substituting the following therefor:

                    "Revolving  Period" means the period  beginning on
               the date hereof and ending on July 28, 2004,  or, as to
               any Lender other than any Declining Lender,  such later
               date as to which  the  Lenders  may  from  time to time
               agree pursuant to Section 2.16.

                                       1
<PAGE>

          (c) By adding the following new  paragraphs to the end of Section 8.02
     thereof:

                    Notwithstanding the foregoing,  the Company hereby
               agrees that it will provide to the Administrative Agent
               all information,  documents and other materials that it
               is  obligated  to furnish to the  Administrative  Agent
               pursuant  to  clauses  (i),  (ii) and (iii) of  Section
               5.01(i)   of   this   Agreement   (collectively,    the
               "Communications"),  by transmitting the  Communications
               in an electronic/soft  medium in a format acceptable to
               the          Administrative           Agent          to
               oploanswebadmin@citigroup.com     within    the    time
               requirements  specified in clauses (i),  (ii) and (iii)
               of Section  5.01(i),  as the case may be. In  addition,
               the   Company   agrees  to   continue  to  provide  the
               Communications  to  the  Administrative  Agent  in  the
               manner  specified  in this  Agreement  but  only to the
               extent requested by the Administrative Agent.

                    The Company further agrees that the Administrative
               Agent  may make  the  Communications  available  to the
               Lenders by posting the  Communications on Intralinks or
               a substantially similar electronic transmission systems
               (the  "Platform").  The Company  acknowledges  that the
               distribution of material  through an electronic  medium
               is  not   necessarily   secure   and  that   there  are
               confidentiality  and other risks  associated  with such
               distribution.

                    THE   PLATFORM  IS   PROVIDED   "AS  IS"  AND  "AS
               AVAILABLE". THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
               WARRANT   THE   ACCURACY   OR   COMPLETENESS   OF   THE
               COMMUNICATIONS,  OR THE  ADEQUACY OF THE  PLATFORM  AND
               EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN
               THE  COMMUNICATIONS.  NO WARRANTY OF ANY KIND, EXPRESS,
               IMPLIED OR STATUTORY,  INCLUDING,  WITHOUT  LIMITATION,
               ANY   WARRANTY  OF   MERCHANTABILITY,   FITNESS  FOR  A
               PARTICULAR  PURPOSE,  NON-INFRINGEMENT  OF THIRD  PARTY
               RIGHTS OR FREEDOM FROM  VIRUSES OR OTHER CODE  DEFECTS,
               IS MADE BY THE AGENT  PARTIES  IN  CONNECTION  WITH THE
               COMMUNICATIONS  OR THE PLATFORM.  IN NO EVENT SHALL THE

                                       2
<PAGE>

               ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF
               THEIR  RESPECTIVE   OFFICERS,   DIRECTORS,   EMPLOYEES,
               AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY,  THE
               "AGENT PARTIES") HAVE ANY LIABILITY TO THE COMPANY, ANY
               LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY
               KIND,   including,   without   limitation,   direct  or
               indirect, special, incidental or consequential damages,
               losses  or  expenses  (WHETHER  IN  TORT,  CONTRACT  OR
               OTHERWISE)   ARISING  OUT  OF  THE   COMPANY'S  OR  THE
               ADMINISTRATIVE  AGENT'S  TRANSMISSION OF COMMUNICATIONS
               THROUGH  THE   INTERNET,   EXCEPT  TO  THE  EXTENT  THE
               LIABILITY  OF ANY  AGENT  PARTY  IS  FOUND  IN A  FINAL
               NON-APPEALABLE   JUDGMENT  BY  A  COURT  OF   COMPETENT
               JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
               PARTY'S  GROSS   NEGLIGENCE   OR  WILLFUL   MISCONDUCT;
               PROVIDED, HOWEVER, THE PLATFORM OR AN OWNER OR OPERATOR
               OF THE PLATFORM SHALL NOT BE CONSIDERED AN AGENT PARTY.

                    The  Administrative  Agent agrees that the receipt
               of the  Communications by the  Administrative  Agent at
               its e-mail  address set forth  above  shall  constitute
               effective   delivery  of  the   Communications  to  the
               Administrative  Agent for  purposes of this  Agreement.
               Each Lender  agrees  that notice to it (as  provided in
               the next sentence)  specifying that the  Communications
               have  been  posted  to the  Platform  shall  constitute
               effective delivery of the Communications to such Lender
               for purposes of this Agreement.  Each Lender agrees (i)
               to  notify   the   Administrative   Agent  in   writing
               (including  by electronic  communication)  from time to
               time of such  Lender's  e-mail  address or addresses to
               which the  foregoing  notice may be sent by  electronic
               transmission  and (ii) that the foregoing notice may be
               sent to such e-mail address or addresses.

                    Nothing  herein shall  prejudice  the right of the
               Administrative  Agent or any  Lender to give any notice
               or other  communication  pursuant to this  Agreement in
               any other manner as specified herein.

                                       3
<PAGE>

     SECTION 2.  Adjustments  to the  Commitments.  Each Lender that consents to
this Amendment and Restatement by duly  completing,  executing and delivering to
the  Administrative  Agent a signature  page to this  Amendment and  Restatement
(each such  Lender  being an  "Extending  Lender")  shall also  indicate  on its
signature  page hereto  whether and by what amount such Lender would be willing,
in such Lender's sole  discretion,  to increase its  Commitment on and after the
Current  Termination  Date in the event that any Lender does not consent to this
Amendment  and  Restatement  (any such Lender being a "Declining  Lender").  The
Administrative Agent may determine, in its sole discretion,  the amount by which
the  Commitment  of each  Extending  Lender  that has  agreed  to  increase  its
Commitment (each such Lender being an "Increasing  Commitment  Lender") shall be
increased; provided that (i) no Increasing Commitment Lender's Commitment may be
increased by an amount in excess of the amount of the  increase  offered by such
Increasing  Commitment  Lender,  as set  forth  on  such  Increasing  Commitment
Lender's  signature  page  to this  Amendment  and  Restatement,  and  (ii)  the
aggregate  amount of the  Commitments  after giving effect to all such increases
shall not exceed the aggregate  amount of the Commitments  immediately  prior to
the Current Termination Date. The Administrative  Agent shall notify the Lenders
and the  Company,  no later  than  three  Business  Days  prior  to the  Current
Termination  Date, of the  Commitments of the Extending  Lenders that will be in
effect on and after the Current  Termination  Date,  after giving  effect to any
increases  in such  Commitments  pursuant  to the  procedures  set forth in this
Section  2. From and after the  Current  Termination  Date,  and  subject to the
satisfaction  of the  condition  precedent  set forth in clause (b) of Section 3
below, the Commitment of each Declining Lender shall be zero.

     SECTION 3. Conditions of Effectiveness  of Amendment.  This Amendment shall
become  effective as of the date first written above when,  and only when, on or
prior to the Current Termination Date:

          (a) the Administrative Agent shall have received  counterparts of this
     Amendment and Restatement  executed by the Company and Lenders that consent
     to  this  Amendment  and  Restatement  representing  at  least  85%  of the
     Commitments  (after giving  effect to any  adjustments  to the  Commitments
     under Section 2),

          (b) the  Administrative  Agent shall have received opinions of counsel
     to the  Company  substantially  in the forms of Exhibit A-1 and Exhibit A-2
     attached  hereto  upon which each Lender and the  Administrative  Agent may
     rely, and

          (c) either (i) the Commitment of, and all  outstanding  Loans made by,
     any  Declining  Lender shall have been  assigned to one or more  Increasing
     Commitment Lenders in accordance with the provisions of Section 8.07 of the
     Existing   Agreement   pursuant  to  an   Assignment   and   Acceptance  in
     substantially the form of Exhibit B to the Existing  Agreement or (ii) such
     Commitment  shall have been  terminated  and all such Loans shall have been
     repaid in full.

                                       4
<PAGE>

     SECTION 4.  Representations  and  Warranties  of the  Company.  The Company
represents and warrants that (a) the representations and warranties contained in
Section  4.01  (including   without  limitation  those  regarding  any  required
approvals of or notices to  governmental  bodies) of the Existing  Agreement are
true and correct on and as of the date first above written as though made on and
as of such  date,  and (b) no event has  occurred  and is  continuing,  or would
result from the execution and delivery of this Amendment and  Restatement,  that
constitutes an Event of Default or would  constitute an Event of Default but for
the requirement that notice be given or time elapse, or both.

     SECTION 5.  Reference  to and Effect on the  Existing  Agreement.  Upon the
effectiveness  of Section 1 hereof,  on and after the date hereof each reference
in the Existing  Agreement to "this Agreement",  "hereunder",  "hereof" and each
reference in any Note to "the Credit  Agreement,"  "thereunder" or "thereof" or,
in either case, words of like import  referring to the Existing  Agreement shall
mean and be a  reference  to the  Amended  and  Restated  Agreement,  as amended
hereby.  Except as specifically  amended above,  the Existing  Agreement and the
Notes are and shall  continue  to be in full  force and effect and are hereby in
all respects ratified and confirmed.  The execution,  delivery and effectiveness
of this  Amendment  and  Restatement  shall not,  except as  expressly  provided
herein,  operate as a waiver of any right,  power or remedy of any Lender or the
Administrative  Agent under the Existing Agreement or any Note, nor constitute a
waiver of any provision of the Existing Agreement or any Note.

     SECTION 6. Costs,  Expenses and Taxes.  The Company agrees to pay on demand
all  costs and  expenses  of the  Administrative  Agent in  connection  with the
preparation,  execution and delivery of this Amendment and Restatement,  and the
other instruments and documents to be delivered  hereunder,  including,  without
limitation,  the reasonable fees and out-of-pocket  expenses of King & Spalding,
counsel for the  Administrative  Agent with respect  thereto and with respect to
advising  the  Administrative  Agent  as  to  its  rights  and  responsibilities
hereunder  and  thereunder,  and all  costs  and  expenses  (including,  without
limitation,  reasonable  counsel fees and expenses),  if any, in connection with
the enforcement (whether through  negotiations,  legal proceedings or otherwise)
of this Amendment and  Restatement.  In addition,  the Company agrees to pay any
and all stamp and other taxes  payable or determined to be payable in connection
with the execution and delivery of this Amendment and Restatement, and the other
instruments  and  documents  to be delivered  hereunder,  and agrees to save the
Lenders  and the  Administrative  Agent  harmless  from and  against any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes.

     SECTION 7. Execution in Counterparts. This Amendment and Restatement may be
executed  in any  number of  counterparts  and by  different  parties  hereto in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute but
one and the same instrument.

     SECTION 8. Governing Law. This Amendment and Restatement  shall be governed
by, and  construed in  accordance  with,  the internal  laws of the State of New
York.

                                       5
<PAGE>

                                                                             S-1



     IN WITNESS  WHEREOF,  the parties  hereto have  caused this  Amendment  and
Restatement  to  be  executed  by  their  respective   officers  thereunto  duly
authorized, as of the date first above written.


                           CAROLINA POWER & LIGHT COMPANY


                           By_______________________________
                                Thomas R. Sullivan
                                Treasurer


                           CITIBANK, N.A., as Administrative Agent


                           By_______________________________
                                Name:
                                Title:


<PAGE>

                                                                             S-2


                           Lenders:


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement: __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           CITIBANK, N.A.


                           By_______________________________
                                Name:
                                Title:



<PAGE>

                                                                             S-3


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement: __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           WACHOVIA BANK, NATIONAL ASSOCIATION


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                             S-4


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           JPMORGAN CHASE BANK


                           By_______________________________
                                Name:
                                Title:



<PAGE>

                                                                             S-5


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement: __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           BANK ONE, NA


                           By_______________________________
                                Name:
                                Title:



<PAGE>

                                                                             S-6


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  _________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           MELLON BANK, N.A.


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                             S-7


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           NORDDEUTSCHE LANDESBANK
                           GIROZENTRALE, New York/Cayman Islands Branch


                           By_______________________________
                                Name:
                                Title:


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                             S-8


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           SUNTRUST BANK, ATLANTA


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                             S-9


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement: __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           BARCLAYS BANK PLC


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                            S-10


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           BANK OF AMERICA, N.A.


                           By_______________________________
                                Name:
                                Title:




<PAGE>

                                                                            S-11


Existing Commitment        The undersigned Lender hereby:
$
  ----------------         Consents to the Amendment and
                           Restatement:  __________________

                           Declines to consent to the Amendment
                           and Restatement: ________________

                           Consents to an increase in the amount
                           of its Commitment, pursuant to the
                           provisions of Section 2 of the Amendment
                           and Restatement, of up to:  $___________

                           THE BANK OF NEW YORK


                           By_______________________________
                                Name:
                                Title:


<PAGE>


                                   EXHIBIT A-1

                   FORM OF OPINION OF COUNSEL FOR THE COMPANY




                                                                          [Date]


To each of the  Lenders  parties
to the  Credit  Agreement  referred
to below and Citibank, N.A., as
Administrative Agent


     Re: Carolina Power & Light Company

Ladies and Gentlemen:

     This  opinion is  furnished  to you by us as counsel for  Carolina  Power &
Light Company (the "Company") in connection with the Amendment and  Restatement,
dated as of July 30,  2003 (the  "Amendment  and  Restatement"),  of the 364-day
Credit  Agreement,  dated as of July 31, 2002 (the  "Credit  Agreement",  and as
amended by the Amendment and Restatement, the "Amended and Restated Agreement"),
among the Company, the lenders from time to time parties thereto (the "Lenders")
and Citibank, N.A., as Administrative Agent for the Lenders (the "Administrative
Agent").  Capitalized  terms  used but not  defined  herein  shall have the same
meaning assigned to such terms in the Credit Agreement.

     In connection with the  preparation,  execution and delivery of the Amended
and  Restated  Agreement,  we  have  examined  or have  had  examined  under  my
supervision:

          (1) The Credit Agreement.

          (2) The Amendment and Restatement.

          (3) The  opinion  letter of even date  herewith,  addressed  to you by
     Frank  A.  Schiller,  General  Counsel  to the  Company  and  delivered  in
     connection with the Amendment and Restatement.

     We have also  examined  the  originals,  or copies of such other  corporate
records of the Company,  certificates of public officials and of officers of the
Company  and  agreements,  instruments  and other  documents  as we have  deemed
necessary as a basis for the opinions  expressed  below. As to questions of fact
material to such opinions,  we have, when relevant facts were not  independently
established by us, relied upon certificates of the Company or its officers or of
public officials. We have assumed the authenticity of all documents submitted to
us as  originals,  the  conformity  to originals of all  documents  submitted as

<PAGE>

                                                                               2

certified or photostatic  copies and the  authenticity  of the originals  (other
than those of the Company), and the due execution and delivery,  pursuant to due
authorization,  of the Amended  and  Restated  Agreement  by the Lenders and the
Administrative  Agent  and the  validity  and  binding  effect  thereof  on such
parties.

     We are  qualified to practice  law in the States of North  Carolina and New
York, and the opinions expressed herein are limited to the laws of the States of
North  Carolina and New York and the federal laws of the United  States.  To the
extent that our opinions  expressed  herein  depend upon  opinions  expressed in
paragraphs 1 through 4 of the Company  Opinion  Letter,  we have relied  without
independent  investigation  on the  accuracy of the  opinions  expressed  in the
Company  Opinion  Letter,   subject  to  the  assumptions,   qualifications  and
limitations set forth in the Company Opinion Letter.

     Based upon the  foregoing  and upon such  investigation  as we have  deemed
necessary,  we are of the  opinion  that  the  Amended  and  Restated  Agreement
constitutes the legal, valid and binding obligation of the Company in accordance
with its terms except as enforcement may be limited or otherwise affected by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws  affecting the rights of creditors  generally and (b) principles of
equity, whether considered at law or in equity.

          The   opinions   set  forth  above  are   subject  to  the   following
qualifications:

     (a) In addition to the application of equitable principles described above,
courts have imposed an obligation on  contracting  parties to act reasonably and
in good faith in the exercise of their contractual rights and remedies,  and may
also apply public policy considerations in limiting the right of parties seeking
to obtain  indemnification under circumstances where the conduct of such parties
is determined to have constituted negligence.

     (b) No opinion is  expressed  herein as to (i) Section  8.05 of the Amended
and Restated  Agreement,  (ii) the  enforceability  of provisions  purporting to
grant to a party conclusive rights of  determination,  (iii) the availability of
specific  performance or other equitable  remedies,  (iv) the  enforceability of
rights  to  indemnity  under  federal  or  state  securities  laws  or  (v)  the
enforceability  of waivers by parties of their  respective  rights and  remedies
under law.

     (c) No opinion is expressed herein as to provisions, if any, in the Amended
and  Restated  Agreement,  which (i) purport to excuse,  release or  exculpate a
party for liability for or indemnify a party against the consequences of its own
acts,  (ii) purport to make void any act done in  contravention  thereof,  (iii)
purport  to  authorize  a  party  to make  binding  determinations  in its  sole
discretion,  (iv)  relate to the  effects  of laws  which may be  enacted in the
future, (v) require waivers,  consents or amendments to be made only in writing,
(vi) purport to waive rights of offset or to create rights of set off other than
as provided by statute,  or (vii) purport to permit acceleration of indebtedness
and the exercise of remedies by reason of the occurrence of an immaterial breach
of the Amended and  Restated  Agreement  or any related  document.  Further,  we
express  no  opinion  as to the  necessity  for any  Lender,  by  reason of such
Lender's particular circumstances,  to qualify to transact business in the State
of New York or as to any Lender's liability for taxes in any jurisdiction.

<PAGE>

                                                                               3

     The foregoing opinion is solely for your benefit and may not be relied upon
by any other  Person  other than any other Person that may become a Lender under
the Amended and Restated Agreement after the date hereof.



                                Very truly yours,




<PAGE>


                                   EXHIBIT A-2

               FORM OF OPINION OF GENERAL COUNSEL FOR THE COMPANY


                                                                       [Date]



To each of the Lenders parties to the
Agreement referred to below and Citibank, N.A.,
as Administrative Agent

     Re:  Carolina Power & Light Company

Ladies and Gentlemen:

     This opinion is furnished to you by me as Vice President of Progress Energy
Service  Company,  LLC and  counsel  to  Carolina  Power &  Light  Company  (the
"Company") in connection  with the Amendment and  Restatement,  dated as of July
30, 2003 (the  "Amendment and  Restatement"),  of the 364-day Credit  Agreement,
dated as of July  31,  2002  (the  "Credit  Agreement",  and as  amended  by the
Amendment  and  Restatement,  the "Amended and Restated  Agreement"),  among the
Company,  the  lenders  from time to time  party  thereto  (the  "Lenders")  and
Citibank,  N.A., as  Administrative  Agent for the Lenders (the  "Administrative
Agent").  Capitalized  terms  used but not  defined  herein  shall have the same
meaning assigned to such terms in the Credit Agreement.

     In connection with the  preparation,  execution and delivery of the Amended
and Restated Agreement, I have examined:

     (1) The Credit Agreement.

     (2) The Amendment and Restatement.

     (3) The Restated Charter of the Company (the "Charter").

     (5) The Bylaws of the Company and all amendments thereto (the "Bylaws").

     (6) The NCUC Order and the SCPSC Order.

     I have also  examined  the  originals,  or copies of such  other  corporate
records of the Company,  certificates of public officials and of officers of the
Company  and  agreements,  instruments  and  other  documents  as I have  deemed

<PAGE>

                                                                               2

necessary as a basis for the opinions  expressed  below. As to questions of fact
material to such opinions,  I have,  when relevant facts were not  independently
established by me, relied upon certificates of the Company or its officers or of
public officials.  I have assumed the authenticity of all documents submitted to
me as  originals,  the  conformity  to originals of all  documents  submitted as
certified or photostatic  copies and the  authenticity  of the originals  (other
than those of the Company), and the due execution and delivery,  pursuant to due
authorization,  of the Amended  and  Restated  Agreement  by the Lenders and the
Administrative  Agent  and the  validity  and  binding  effect  thereof  on such
parties.  Whenever  the phrase "to my  knowledge"  is used in this  opinion,  it
refers to my actual knowledge and the actual knowledge of the attorneys who work
under my supervision and who were involved in the  representation of the Company
in connection  with the  transactions  contemplated  by the Amended and Restated
Agreement.

     I am or the  attorneys  working  under  my  supervision  are  qualified  to
practice law in the State of North Carolina,  and the opinions  expressed herein
are limited to the law of the State of North Carolina and the federal law of the
United States and, in reliance on a certificate issued by the Secretary of State
of South  Carolina,  the laws of the State of South Carolina for purposes of the
first  sentence of the opinion in  paragraph  1 below,  and for  purposes of the
opinion  expressed in paragraph 3, the public utility laws of the State of South
Carolina.

     Based  upon the  foregoing  and upon such  investigation  as I have  deemed
necessary, I am of the following opinion:

          1. The Company is a corporation  duly organized,  validly existing and
     in good standing under the laws of the State of North Carolina, and is duly
     qualified  to do  business  and in good  standing  in the  State  of  South
     Carolina.

          2. The  execution,  delivery  and  performance  by the  Company of the
     Amendment and Restatement are within the Company's  corporate powers,  have
     been  duly  authorized  by  all  necessary  corporate  action,  and  do not
     contravene  (i)  the  Charter  or the  Bylaws  or  (ii)  any  law,  rule or
     regulation  applicable  to  the  Company  (including,  without  limitation,
     Regulation X of the Board of Governors  of the Federal  Reserve  System) or
     (iii)  any  contractual  or legal  restriction  binding  or  affecting  the
     Company. The Amendment and Restatement has been duly executed and delivered
     by the Company.

          3. No authorization,  approval or other action by, and no notice to or
     filing with any  governmental  authority or regulatory body is required for
     the  due  execution  and  delivery  by the  Company  of the  Amendment  and
     Restatement  or the  performance by the Company of the Amended and Restated
     Agreement, other than the NCUC Order and the SCPSC Order, each of which has
     been duly issued, is final and in full force and effect.

          4.  To  my   knowledge,   except  as  described  in  the  reports  and
     registration statements which the Company has filed with the Securities and
     Exchange Commission,  there are no pending or overtly threatened actions or

<PAGE>

                                                                               3

     proceedings  against  the  Company  or any of the  Subsidiaries  before any
     court,  governmental  agency or  arbitrator  that  purport  to  affect  the
     legality,  validity,  binding effect or  enforceability  of the Amended and
     Restated  Agreement or that are likely to have a materially  adverse effect
     upon the  financial  condition or  operations  of the Company or any of the
     Subsidiaries.

     The opinions set forth above are subject to the qualification  that, except
as  provided  in  paragraph 3 above,  no opinion is  expressed  herein as to the
enforceability of the Amended and Restated Agreement or any other document.

     The foregoing opinion is solely for your benefit and may not be relied upon
by any other  Person  other than (i) any other  Person  that may become a Lender
under the Amended and Restated Agreement after the date hereof and (ii) Hunton &
Williams, in connection with its opinion delivered on the date hereof.



                                Very truly yours,