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                                                                   EXHIBIT 5.2-B
                   [Letterhead of Richards, Layton & Finger]



                                January 21, 1997



HL&P Capital Trust II
c/o Houston Lighting & Power Company
Houston Industries Incorporated
1111 Louisiana Street
Houston, Texas  77002

     Re:  HL&P Capital Trust II
          ---------------------

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Houston Lighting & Power
Company, a Texas corporation ("HL&P"), and HL&P Capital Trust II, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, dated as of January 10, 1997
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on January 10, 1997;

     (b) The Trust Agreement of the Trust, dated as of January 10, 1997, among
HL&P, as depositor, and the trustee of the Trust named therein;
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HL&P Capital Trust II
January 21, 1997
Page 2

     (c) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus (the "Prospectus") and preliminary prospectus
supplements (the "Prospectus Supplements"), relating to the ___% Preferred
Securities, Series __, and the ___% Capital Securities, Series __, of the Trust
representing preferred undivided beneficial interests in the assets of the Trust
(each, a "Security" and collectively, the "Securities"), as proposed to be filed
by HL&P, the Trust and others as set forth therein with the Securities and
Exchange Commission on or about January 21, 1997;

     (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among HL&P, as depositor, the trustees of the Trust named therein,
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (excluding Exhibits thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and

     (e) A Certificate of Good Standing for the Trust, dated January 21, 1997,
obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above.  In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us.  We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein.  We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural
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HL&P Capital Trust II
January 21, 1997
Page 3

persons who are signatories to the documents examined by us, (iv) that each of
the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (v)
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Security is
to be issued by the Trust (collectively, the "Security Holders") of a
certificate for such Security in the form prescribed by the Trust Agreement and
the payment for the Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Securities are
issued and sold to the Security Holders in accordance with the Trust Agreement
and the Registration Statement.  We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto.  Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1.  The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

     2.  The Securities will represent valid and, subject to the qualifications
set forth in paragraph 3 below, fully paid and nonassessable undivided
beneficial interests in the assets of the Trust.

     3.  The Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.  We note that the Security Holders may be obligated to
make payments as set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.  In addition, we hereby
consent to the use of our name under the heading "Validity of Securities" in the
Prospectus and the Prospectus Supplements.  In giving the foregoing consents, we
do not thereby admit that we come within the category of Persons whose consent
is required under Section 7 of the Securities Act of 1933, as
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HL&P Capital Trust II
January 21, 1997
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amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any other Person
for any purpose.
 
                                       Very truly yours,


                                       RICHARDS, LAYTON & FINGER 
PMA/GWL/jj