DMFIRM #404557434 v2    Atlanta   |   Baltimore   |   Boulder   |   Delaware   |   Denver   |   Las Vegas   |   Los Angeles   |   Minneapolis   |   New Jersey   |   New York   |   Philadelphia     Phoenix  |   Salt Lake City   |   Sioux Falls   |   Washington, DC   |   www.ballardspahr.com        August 23, 2022      PECO Energy Company  2301 Market Street  Philadelphia, PA 19103    Re: $425,000,000 aggregate principal amount of First and Refunding Mortgage  Bonds, 4.375% Series due 2052   Ladies and Gentlemen:    We have acted as counsel to PECO Energy Company, a Pennsylvania corporation (the  “Company”), in connection with the issuance and sale by the Company of $425,000,000  aggregate principal amount of its First and Refunding Mortgage Bonds, 4.375% Series due 2052  (the “Bonds”), covered by the Registration Statement on Form S-3, No. 333-266487-05 (the  “Registration Statement”), filed by the Company with the Securities and Exchange Commission  (“Commission”) on August 3, 2022, under the Securities Act of 1933, as amended.  The Bonds were issued under the Company’s Mortgage (the “Mortgage”), dated May 1, 1923  between The Counties Gas and Electric Company (to which the Company is successor) and  Fidelity Trust Company (to which U.S. Bank National Association is successor), as Trustee (the  “Trustee”), as amended and supplemented, which Mortgage is governed by Pennsylvania law,  and sold by the Company pursuant to the Underwriting Agreement dated August 16, 2022  among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., and RBC Capital  Markets, LLC.  We have examined originals or copies, certified or otherwise identified to our satisfaction, of  (i) the Registration Statement and all exhibits thereto, (ii) the Amended and Restated Articles of  Incorporation of the Company, and (iii) the Bylaws of the Company.  We have also examined  such corporate records and other agreements, documents and instruments, and such certificates  or comparable documents of public officials and officers and representatives of the Company,  and have made such inquiries of such officers and representatives and have considered such  matters of law as we have deemed appropriate as the basis for the opinions hereinafter set forth.
 PECO Energy Company  August 23, 2022  Page 2      DMFIRM #404557434 v2         In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity  of natural persons, the authenticity of all documents submitted to us as originals, the conformity  to originals of all documents submitted to us as certified, photostatic or conformed copies, the  authenticity of originals of all such latter documents, and the accuracy and completeness of all  records, information and statements submitted to us by officers and representatives of the  Company.  In making our examination of documents executed by parties other than the  Company, we have assumed that such parties had the power, corporate or other, to enter into and  perform all obligations thereunder and have also assumed the due authorization of all requisite  action, corporate or other, and execution and delivery by such parties of such documents and the  validity and binding effect thereof with respect to such parties.  Based upon and subject to the limitations and assumptions set forth herein, we are of the opinion  that:  1. The Company is duly incorporated and validly existing under the laws of the  Commonwealth of Pennsylvania; and  2. The Bonds are legally issued and binding obligations of the Company entitled to  the benefits under the Mortgage and enforceable against the Company in accordance with their  respective terms (except to the extent enforceability may be limited by applicable bankruptcy,  insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the  enforcement of creditors’ rights generally and by the effect of general principles of equity,  regardless of whether considered in a proceeding in equity or at law).  We express no opinion as to the law of any jurisdiction other than the Commonwealth of  Pennsylvania and the Federal laws of the United States.  We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement, and to  the use therein of this firm’s name under the caption “Legal Matters.”  In giving such consent,  we do not hereby admit that we are within the category of persons whose consent is required  under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the  Commission.  Very truly yours,    /s/ Ballard Spahr LLP