Exhibit 5.1
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June 22, 2000
DPL Inc.
Courthouse Plaza S.W.
Dayton, Ohio 45402
Ladies and Gentlemen:
I am Group Vice President and General Counsel of DPL Inc.
(the "Company") and, in that capacity, have acted as counsel for
the Company in connection with the registration by the Company
under the Securities Act of 1933 of 8,000,000 Common Shares, $0.01
par value, of the Company (the "Common Shares"), issuable upon
the exercise of options granted under the DPL Inc. Stock Option
Plan (the "Plan") pursuant to a Registration Statement on Form S-8
filed with the Securities and Exchange Commission.
For purposes of rendering this opinion, I have examined such
corporate records and proceedings of the Company, agreements and
instruments and made investigation of such matters as in my
judgment permit me to render an informed opinion on the matters
set forth herein.
Based on the foregoing, it is my opinion that the 8,000,000
Common Shares issuable upon the exercise of options granted under
the Plan have been duly authorized and, when issued and paid for
in accordance with the Plan, will be validly issued, fully paid
and non-assessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
/s/ Stephen F. Koziar, Jr.
Stephen F. Koziar, Jr.
