As filed with the Securities and Exchange Commission on October 18, 1995
File No. 70-8477
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM U-1 DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
____________________________________________
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name of company filing this statement
and address of principal executive offices)
Cinergy Corp.
(Name of top registered holding company parent)
William L. Sheafer
Treasurer
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
(Name and address of agent of service)
The Commission is requested to send copies of all notices, orders and
communications in connection with this Declaration to:
Cheryl M. Foley
Vice President, General Counsel
and Corporate Secretary
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
<PAGE>
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
F-1.a Revised preliminary opinion of counsel relating to the
Remaining Shares (filed herewith).
SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has
duly caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: October 18, 1995
<PAGE>
Cinergy Corp.
By: /s/ William L. Sheafer
Treasurer
<PAGE>
EXHIBIT F-1.a
October 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I am Senior Counsel of Cinergy Services, Inc., the service company
subsidiary of Cinergy Corp. ("Cinergy"), and am furnishing this opinion as
an exhibit to Post-Effective Amendment No. 2 to Cinergy's Form U-1
Declaration as amended in File No. 70-8477 (the Declaration as amended in
1994, the "1994 U-1").
By order dated November 18, 1994 in File No. 70-8477, Rel. No. 35-
26159 (the "November 1994 Order"), the Commission authorized Cinergy, among
other things, to issue and sell up to eight million shares of its common
stock, $.01 par value per share (the "Shares"), from time to time through
December 31, 1995. As of October 1, 1995, pursuant to the November 1994
Order, Cinergy had issued 7,132,615 of the Shares, leaving a balance of
867,385 of the Shares remaining to be issued (the "Remaining Shares").
In Post-Effective Amendment No. 1 to the 1994 U-1, Cinergy requests
authorization to issue and sell the Remaining Shares from time to time
through December 31, 1997, and to apply the net proceeds to general
corporate purposes, including acquisitions of interests in EWGs and FUCOs.
Cinergy also requests authority in such Post-Effective Amendment to award
any or all of the Remaining Shares, in one or more transactions through
December 31, 1997, to Cinergy system employees in recognition of such
employees' contributions to Cinergy's business success.
In connection with this opinion, I have reviewed or caused to be
reviewed Post-Effective Amendments Nos. 1 and 2 to the 1994 U-1
(collectively, the "Post-Effective Amendment"), the 1994 U-1 and such
other documents and records as I deemed necessary or appropriate in order
to give this opinion. The transactions proposed in the Post-Effective
Amendment are subject to (1) receipt of an appropriate order or orders
of the Commission under the Public Utility Holding Company Act of 1935,
and (2) due issuance of the Remaining Shares and, as to those Remaining
Shares to be issued and sold, receipt of full payment therefor.
Subject to the foregoing, I am of the opinion that in the event the
proposed transactions are consummated in accordance with the Post-Effective
Amendment (including any further amendment to the 1994 U-1):
(a) All state laws applicable to the transactions proposed in the
Post-Effective Amendment will have been complied with.
(b) Cinergy is validly organized and duly existing under the laws
of the State of Delaware.
(c) The Remaining Shares will be validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in Cinergy's Certificate of
Incorporation.
(d) The consummation of the transactions proposed in the
Post-Effective Amendment will not violate the legal rights of the holders
of any securities issued by Cinergy or any associate company thereof.
I am a member of the Ohio Bar and do not hold myself out as an expert
on the laws of any other state. As to matters involving the laws of the
State of Delaware, I have made or caused to be made a study of such laws
to the extent relevant to this opinion. This opinion does not address
the potential applicability to the proposed transactions of any state
securities or Blue Sky laws.
I hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 2.
<PAGE>
Very truly yours,
/s/ Jerome A. Vennemann
Senior Counsel
