EXHIBIT F-1
December 19, 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, as amended (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 given in the Application.
In connection with this opinion letter, 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. Each of Cinergy and its Subsidiaries now in existence is validly organized
and duly existing.
3. Any equity securities to be issued by any Subsidiary pursuant to the
Application will be validly issued, fully paid and non-assessable, and the
holders thereof entitled to the rights and privileges appertaining thereto
set forth in the charter or other document defining the rights and
privileges of security holders.
4. Cinergy will legally acquire any equity securities contemplated in the
Application to be acquired by it in connection with the proposed
transactions.
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 and legal requirements applicable
thereto, including 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
