Exhibit 5.1

Michael S. Mizell
 

Senior Vice President and General Counsel 

(937) 259-7208 

mike.mizell@dplinc.com

June 11, 2014

The Dayton Power and Light Company 

1065 Woodman Drive 

Dayton, Ohio 45432 

Ladies and Gentlemen:

I am acting as counsel to The Dayton Power and Light Company, an Ohio corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of $445,000,000 in aggregate principal amount of the Company's First Mortgage Bonds, 1.875% Series Due 2016 (the "Registered First Mortgage Bonds"), and the qualification under the Trust Indenture Act of 1939, as amended, of the Company's First and Refunding Mortgage, dated as of October 1, 1935, as heretofore supplemented and modified (the "Mortgage"), under which the Registered First Mortgage Bonds are to be issued, in connection with an offer by the Company to issue the Registered First Mortgage Bonds in exchange for its First Mortgage Bonds, 1.875% Series Due 2016 (the "Unregistered First Mortgage Bonds"), which are currently outstanding in the same aggregate principal amount, all as described in the Registration Statement.

Subject to the qualifications hereinafter expressed, I am of the opinion that:

1. the Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Ohio, with all requisite corporate power and authority to execute, deliver and perform all its obligations under the Mortgage and the Registered First Mortgage Bonds;

2. the Mortgage and Registered First Mortgage Bonds have been duly authorized by the Company under the laws of the State of Ohio; and

3. the Registered First Mortgage Bonds, when issued and delivered as contemplated in the Registration Statement, will be legally issued and will be binding obligations of the Company.

This opinion is limited to the laws of the State of Ohio and of the United States of America.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and the use of my name in the Registration Statement and in the prospectus contained therein.

Sincerely,

/s/ Michael S. Mizell