EXHIBIT 5.1


                 [Letterhead of Simpson Thacher & Bartlett LLP]



                                                                   July 18, 2003


Duke Energy Corporation
422 South Church Street
Charlotte, NC 28201

Ladies and Gentlemen:

         We have acted as counsel to Duke Energy Corporation, a North Carolina
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, relating to the issuance by the Company of $500,000,000 aggregate
principal amount of First and Refunding Mortgage Bonds, 3.75% Series B due 2008
(the "Exchange Securities"). The Exchange Securities will be issued under a
First and Refunding Mortgage, dated as of December 1, 1927 (the "Original
Mortgage"), between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as Trustee, as supplemented and amended by various
supplemental indentures, including by the Eighty-First Supplemental Indenture,
dated as of February 25, 2003 (the Original Mortgage, as amended and
supplemented, being referred to as the "Indenture"). The Exchange Securities
will be offered by the Company in exchange for $500,000,000 aggregate principal
amount of its outstanding First and Refunding Mortgage Bonds, 3.75% Series A due
2008 (the "Securities").

         We have examined the Registration Statement and the Indenture, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the



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originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company.

         In rendering the opinion set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:


         1.       When the Exchange Securities have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Indenture upon the exchange, the Exchange Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.

         Our opinion set forth above is subject to the effects of (1)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (2)
general equitable principles (whether considered in a proceeding in equity or at
law) and (3) an implied covenant of good faith and fair dealing.

         Insofar as the opinions expressed herein relate to or are dependent
upon matters governed by the laws of the State of North Carolina, we have relied
upon the opinion of Robert T. Lucas III, Esq., Associate General Counsel and
Assistant Secretary of the Company, dated May 16, 2003.



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Insofar as opinions expressed herein relate to or are dependent upon
matters governed by the laws of the State of South Carolina, we have relied upon
the opinion of Karol P. Mack, Esq., Assistant General Counsel of the Company,
dated May 16, 2003.

         We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the Delaware General
Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the law
of the State of New York and the federal law of the United States and, to the
extent set forth herein, the laws of the States of North Carolina and South
Carolina.

         We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.

                                             Very truly yours,


                                             /s/ Simpson Thacher & Bartlett LLP



                                             SIMPSON THACHER & BARTLETT LLP