SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
In the Matter of CERTIFICATE
PSI Energy, Inc. OF
File No. 70-8727 COMPLETION OF TRANSACTIONS
PURSUANT TO RULE 24
(Public Utility Holding Company Act of 1935)
With reference to Post-Effective Amendments Nos. 1 and 2 to the
Application on Form U-1 in the above docket (collectively, the "Application")
filed by PSI Energy, Inc. ("PSI"), an Indiana corporation and electric
utility subsidiary of Cinergy Corp., a registered holding company under the
Public Utility Holding Company Act of 1935, as amended (the "Act"), and the
Commission's order with respect thereto dated December 30, 1996 (Rel. No.
35-26637) (the "1996 Order"), PSI hereby notifies the Commission that the
transactions proposed in the Application have been carried out in accordance
with the terms and conditions of, and for the purposes represented by, the
Application and the 1996 Order.
The following exhibit is filed herewith:
F-2 "Past-tense" opinion of counsel
S I G N A T U R E
Pursuant to the requirements of the Act, PSI has duly caused this
document to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: January 8, 1998
PSI Energy, Inc.
By: /s/William L. Sheafer
Treasurer
EXHIBIT F-2
January 6, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PSI Energy, Inc. /File No. 70-8727
Dear Sirs:
I am Associate General Counsel of Cinergy Corp., a registered
holding company under the Public Utility Holding Company Act of 1935 and
the parent company of PSI Energy, Inc. ("PSI"), an Indiana corporation and
electric utility company. This opinion supplements my earlier opinion in
this proceeding dated December 13, 1996 and previously filed as Exhibit
F-1.
In addition to the examination referred to in such earlier opinion,
I have examined, or caused to be examined under my direction and
supervision, the Securities and Exchange Commission's order in this
proceeding dated December 30, 1996 (Rel. No. 35-26637) together with such
other documents and records as I have deemed necessary or appropriate in
connection with giving this opinion.
Based on the foregoing, I am of the opinion that:
(a) All state laws applicable to PSI's participation in the
proposed transactions have been complied with; and
(b) The consummation of the proposed transactions did not violate
the legal rights of the holders of any securities issued by PSI or any
associate company thereof.
I am a member of the Indiana Bar and express no opinion as to the
laws of any jurisdiction other than those of the State of Indiana. I
hereby consent to the filing of this opinion as an exhibit to the
accompanying certificate filed pursuant to Rule 24 under the Act.
Very truly yours,
/s/ Ronald J. Brothers
Associate General Counsel
