EXHIBIT (5)
[LETTERHEAD OF GOULD & WILKIE LLP]
September 25, 2000
CH Energy Group, Inc.
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs and Madames:
Referring to your Registration Statement filed this date with the
Securities and Exchange Commission, on Form S-8, under the Securities Act of
1933, relating to 500,000 shares of your Common Stock, $.10 par value ("Common
Stock") which may be issued pursuant to your Long-Term Performance-Based
Incentive Plan ("Plan"):
CH Energy Group, Inc. ("Company") was incorporated and organized under our
supervision. We have acted as counsel for the Company since its incorporation on
April 24, 1998.
We have advised the Company in the preparation of the Registration
Statement to be filed with the Securities and Exchange Commission this date
under the Securities Act of 1933 to effect registration thereunder of said
500,000 shares of the Common Stock.
We have advised the Company with respect to the adoption and
administration of the Plan.
On the basis of the foregoing, and of our examination and consideration of
such other legal and factual matters as we have deemed appropriate, we are of
the following opinion:
Upon issuance of the Common Stock and consideration received by the
Company therefor in accordance with the Plan, the Common Stock will be legally
issued, fully paid and non-assessable.
We hereby consent that this opinion be filed as an Exhibit to the
Company's said Registration Statement, and we further consent to the use of our
name included in Part II, Item 5 of said Registration Statement.
Very truly yours,
/s/ GOULD & WILKIE LLP
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GOULD & WILKIE LLP
WPR:lan
