EXHIBIT F-1
September 29, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Cinergy Corp./File No. 70-
Ladies and Gentlemen:
I am Senior Counsel for Cinergy Corp. ("Cinergy"), a Delaware
corporation and registered holding company under the Public Utility Holding
Company Act of 1935 (the "Act"). This opinion letter is delivered pursuant
to the rules of the Commission thereunder as an exhibit to the
Application-Declaration on Form U-1 being filed today by Cinergy under the
Act (such application-declaration, including any amendments thereto, the
"Application"). Any capitalized terms used herein without separate
definition have the meanings assigned thereto in the Application.
In connection with this opinion, I have reviewed the Application
and such other documents and made such other investigation as I consider
appropriate.
Based on the foregoing and subject to the other paragraphs hereof,
I express the following opinions:
1. All state laws applicable to the proposed transactions will
have been complied with.
2. Cinergy is validly organized and duly existing.
3. The shares of Common Stock to be issued by Cinergy will be
validly issued, fully paid and nonassessable, and the holders thereof
entitled to the rights and privileges appertaining thereto set forth in
Cinergy's certificate of incorporation and by-laws.
4. Cinergy will legally acquire any shares of Common Stock to be
acquired by it.
5. The consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by Cinergy or any
associate company thereof.
The foregoing opinions presume that the proposed transactions will
be consummated in accordance with the Application, the Plans and legal
requirements applicable thereto, and the Commission's order or orders
granting and permitting the Application to become effective.
I am admitted to the Bar of the State of Ohio. The foregoing
opinions are limited to the laws of the State of Ohio and the Delaware
General Corporation Law.
I hereby consent to the Commission's use of this opinion letter in
connection with the Application. This opinion letter may not be used for
any other purpose or relied on by or furnished to any other party without
my prior written consent.
Very truly yours,
/s/George Dwight, II
