Exhibit 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
December 8, 2000
Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202
Re: Cinergy Corp.
Registration on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Cinergy Corp., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 3,000,000 shares (the
"Shares") of the Company's common stock, par value $0.01 per share (the
"Common Stock"), to be issued pursuant to or reserved for issuance under
the Company's Direct Stock Purchase and Dividend Reinvestment Plan (the
"Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-3 as filed with the Securities and
Exchange Commission (the "Commission") on December 8, 2000 under the Act
(the "Registration Statement"); (ii) the Plan; (iii) the Certificate of
Incorporation of the Company, as presently in effect; (iv) the By-Laws of
the Company, as presently in effect; (v) resolutions of the Board of
Directors of the Company relating to the Plan and the issuance of the
Shares and related matters; and (vi) a specimen certificate representing
the Common Stock. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the
execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinions
expressed herein which we have not independently established or verified,
we have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the bar in the State of
Delaware and we do not express any opinion as to the laws of any
jurisdiction other than the corporate laws of the State of Delaware, and we
do not express any opinion as to the effect of any other laws on the
opinion stated herein.
Based upon and subject to the foregoing, we are of the opinion
that when (i) the Registration Statement becomes effective; and (ii)
certificates representing the Shares in the form of the specimen
certificates examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Stock and
registered by such transfer agent and registrar, and delivered to and paid
for by the Plan's participants at a price per share not less than the price
per share as contemplated by the Plan and in accordance with the terms and
conditions of the Plan, the issuance and sale of the Shares will have been
duly authorized, and the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to
the reference to our firm under the caption "Independent Accountants and
Counsel" in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
