<PAGE>
Exhibit 5.1
[Chernesky, Heyman & Kress P.L.L. Letterhead]
August 23, 2000
DPL Inc.
Courthouse Plaza S.W.
Dayton, OH 45402
Ladies and Gentlemen:
We have acted as counsel for DPL Inc. (the "Company") in connection with
certain matters pertaining to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission under the Securities Act of
1933 to register 31,560,000 Common Shares, $.01 par value, of the Company (the
"Common Shares") issuable upon the exercise of outstanding warrants and
31,560,000 warrants (the "Warrants") to purchase the Common Shares, which
securities may be offered and sold from time to time by the securityholder
specified in the Prospectus forming a part of the Registration Statement or its
successors in interest (the "Selling Securityholder").
For purposes of rendering this opinion, we have examined such corporate
records and proceedings of the Company, documents and instruments and made
investigation of such matters as in our judgment permit us to render an informed
opinion on the matters set forth herein.
Based on the foregoing, it is our opinion that:
1. The Warrants are duly authorized, validly issued, fully paid and
nonassessable, and will be so when sold by the Selling Securityholder in the
manner set forth in the Prospectus.
2. The Common Shares issuable upon exercise of the Warrants are duly
authorized, and when issued and paid for in accordance with the terms of the
Warrants and sold by the Selling Securityholder in the manner set forth in the
Prospectus, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and we consent to the reference to our name under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Chernesky, Heyman & Kress P.L.L.
Chernesky, Heyman & Kress P.L.L.
