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              [Letterhead of Baker & Botts, L.L.P. appears here] 

                                                                     Exhibit 5.1


                                                  January 21, 1997


Houston Lighting & Power Company
Houston Industries Plaza
1111 Louisiana Street
Houston, Texas 77002

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement"), filed by HL&P Capital Trust I, HL&P Capital Trust II,
HL&P Capital Trust III and HL&P Capital Trust IV, each a statutory business
trust formed under the laws of the State of Delaware (each, an "Issuer" and,
collectively, the "Issuers"), and Houston Lighting & Power Company, a Texas
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the proposed issuance and sale from time to time of up to
$350,000,000 in aggregate principal amount of (i) the Company's Junior
Subordinated Deferrable Interest Debentures (the "Debentures"), each series of
which will be issued pursuant to a Junior Subordinated Indenture (the
"Indenture") to be entered into between the Company and The Bank of New York, as
Trustee, as such Indenture will be supplemented, in connection with the issuance
of each such series, by a supplemental indenture creating such series (each, a
"Supplemental Indenture" and, collectively, the "Supplemental Indentures"), (ii)
$350,000,000 aggregate liquidation amount of preferred securities (the
"Preferred Securities") or capital securities (the "Capital Securities") of  the
Issuers and (iii) the Company's guarantees with respect to the Preferred
Securities and the Capital Securities (each, a "Guarantee" and, collectively,
the "Guarantees"), each of which Guarantees will be issued pursuant to a
guarantee agreement between the Company and The Bank of New York as Trustee
thereunder (each, a "Guarantee Agreement" and, collectively, the "Guarantee
Agreements").  Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Registration Statement.

          In our capacity as your counsel in the connection referred to above,
we have examined the Restated Articles of Incorporation and Amended and Restated
Bylaws of the Company, as amended to date, forms (filed as exhibits to the
Registration Statement) of each of the Indenture, the Supplemental Indentures
and the Guarantees and have examined the originals, or copies certified or
otherwise identified, of corporate records of the Company, including minute
books of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
or documents, as a basis for the opinions hereinafter expressed.  In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.  In making our examination, we have assumed that all signatures on
documents examined by us are genuine, that all documents submitted to us as
originals are authentic and that
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Houston Lighting & Power Company         -2-               January 21, 1997

all documents submitted to us as certified or photostatic copies conform with
the original copies of such documents.

          On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:

          1.  The Debentures, when (i) issued and duly executed and
authenticated in accordance with the terms of (a) the Indenture and (b) the
applicable Supplemental Indenture creating such series of Debentures, in the
forms filed as exhibits to the Registration Statement (and assuming the due
authorization, execution and delivery of the Indenture and the applicable
Supplemental Indenture by each of the parties thereto), and (ii) delivered
against payment of the agreed consideration therefor, will be legal, valid and
binding obligations of the Company enforceable in accordance with their terms,
except as such enforceability is subject to (x) any applicable bankruptcy,
insolvency, reorganization or other laws relating to or affecting creditors'
rights generally and (y) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

          2.  The Guarantees, when issued pursuant to the applicable Guarantee
Agreement, in the form filed as an exhibit to the Registration Statement (and
assuming the due authorization, execution and delivery of the applicable
Guarantee Agreement by each of the parties thereto), will be legal, valid and
binding obligations of the Company enforceable in accordance with their terms,
except as such enforceability is subject to (i) any applicable bankruptcy,
insolvency, reorganization or other laws relating to or affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

          The opinions set forth above are limited in all respects to matters of
Texas law as in effect on the date hereof.  At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
Additionally, we hereby consent to the reference to our Firm under the caption
"Validity of Securities" in the Registration Statement.  In giving such consent,
we do not thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

          We are delivering this opinion to the Company, and no person other
than the Company may rely upon it without our prior written consent.

                                                  Very truly yours,


                                                  BAKER & BOTTS, L.L.P.

MSS/TST