EXHIBIT F-1

                                       June 21, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      The Cincinnati Gas & Electric Company/File No. 70-

Ladies and Gentlemen:

         I am Associate General 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") and its subsidiaries,
including The Cincinnati Gas & Electric Company ("CG&E"). This opinion letter is
delivered pursuant to the rules of the Commission thereunder as an exhibit to
the Application-Declaration on Form U-1 (such application-declaration, including
any amendments thereto, the "Application") being filed today by CG&E (in such
capacity, "Applicant").

         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.        Applicant is validly organized and duly existing.

        2.        Applicant will comply with all state laws applicable to its
                  participation in the proposed transactions.

        3.        Applicant will legally acquire any assets being acquired by it
                  as contemplated in the Application, namely, the Facility (as
                  therein defined).

        4.        The consummation of the proposed transactions will not violate
                  the legal rights of the holders of any securities issued by
                  any Applicant or any associate company thereof.

         The foregoing opinions presume that the proposed transactions will be
consummated in accordance with 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 Act. 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