Exhibit 5-B


                                             April 12, 2001


Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202

Dear Sirs:

          We are acting as counsel to Duke Energy Corporation (the Corporation)
in connection with the preparation of a Registration Statement on Form S-3 to be
filed today with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the proposed issuance and sale of up to
$2,000,000,000 of the Corporation's Senior Notes (Senior Notes), Junior
Subordinated Notes (Junior Subordinated Notes), First and Refunding Mortgage
Bonds (Bonds), Common Stock without par value (Common Stock), contracts to
purchase shares of Common Stock (Stock Purchase Contracts) and/or units, each
comprised of a Stock Purchase Contract and either Senior Notes, Junior
Subordinated Notes, other debt securities of the Corporation or one of its
subsidiaries, debt obligations of third parties (including U.S. Treasury
securities), Preferred Securities (as hereinafter defined) or preferred
securities issued by a trust of which a subsidiary of the Corporation owns all
the common securities, in each such case pledged to secure the holder's
obligations to purchase Common Stock under the Stock Purchase Contract (Stock
Purchase Units), and/or Preferred Securities (liquidation amount $     per
Preferred Security) (Preferred Securities) of Duke Energy Capital Trust III,
Duke Energy Capital Trust IV and/or Duke Energy Capital Trust V, all as
contemplated in the above-mentioned Registration Statement. Such Registration
Statement also relates to the proposed issuance of the Corporation's Guarantees
(as defined in such Registration Statement),


Junior Subordinated Notes with respect to the Preferred Securities (Trust
Preferred Junior Subordinated Notes) and Stock Purchase Contracts with respect
to the Stock Purchase Units, each as contemplated by such Registration
Statement.

          As counsel to the Corporation, we are familiar with the Articles of
Incorporation and By-Laws of the Corporation, both as amended to date, the form
of supplemental indenture relating to the Senior Notes (the Senior Notes
Supplemental Indenture) supplementing the Senior Indenture dated as of September
1, 1998 from the Corporation to The Chase Manhattan Bank, as Trustee, as
heretofore supplemented (the Senior Indenture), the form of supplemental
indenture relating to the Junior Subordinated Notes (the Subordinated Notes
Supplemental Indenture) supplementing the Subordinated Indenture dated as of
December 1, 1997 from the Corporation to The Chase Manhattan Bank, as Trustee,
as heretofore supplemented (the Subordinated Indenture), the form of
supplemental indenture relating to the Trust Preferred Junior Subordinated Notes
(the Trust Preferred Subordinated Notes Supplemental Indenture) supplementing
the Subordinated Indenture, the form of supplemental indenture relating to the
Bonds (the Bonds Supplemental Indenture) supplementing the First and Refunding
Mortgage, dated as of December 1, 1927, from the Corporation to The Chase
Manhattan Bank, as successor Trustee, as heretofore supplemented and amended
(the First and Refunding Mortgage), and the form of Guarantee Agreement between
the Corporation and the trustee named therein (the Guarantee Agreement) relating
to the Guarantees. We have also made such examination of corporate records and
proceedings and other documents and questions of law as we have considered
necessary for the purposes of this opinion.

          Based upon the foregoing, we are of the opinion that:

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          (1)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the Senior Indenture, as to be
supplemented by the Senior Notes Supplemental Indenture, having qualified under
the Trust Indenture Act of 1939, as amended; (d) the execution and delivery of
the Senior Notes Supplemental Indenture; (e) the execution, authentication and
delivery of the Senior Notes in accordance with resolutions to be adopted by the
Chief Executive Officer of the Corporation pursuant to authority expressly
granted to him by the Board of Directors of the Corporation and in accordance
with the provisions of the Senior Indenture as to be supplemented by the Senior
Notes Supplemental Indenture; and (f) the issuance and sale of the Senior Notes
in accordance with resolutions to be adopted by the Chief Executive Officer of
the Corporation pursuant to authority expressly granted to him by the Board of
Directors of the Corporation and in accordance with appropriate orders of the
North Carolina Utilities Commission and The Public Service Commission of South
Carolina, the Senior Notes will be valid, binding and legal obligations of the
Corporation in accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights.

          (2)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the Subordinated Indenture, as to be
supplemented by the Subordinated Notes Supplemental Indenture, having qualified
under the Trust Indenture Act of 1939, as amended; (d) the execution and
delivery of the Subordinated Notes Supplemental Indenture; (e) the execution,
authentication and delivery of the Junior Subordinated Notes in accordance with
resolutions to be adopted by the Chief Executive Officer of the Corporation
pursuant to authority expressly granted to him by the Board of Directors of the
Corporation and in

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accordance with the provisions of the Subordinated Indenture as to be
supplemented by the Subordinated Notes Supplemental Indenture; and (f) the
issuance and sale of the Junior Subordinated Notes in accordance with
resolutions to be adopted by the Chief Executive Officer of the Corporation
pursuant to authority expressly granted to him by the Board of Directors of the
Corporation and in accordance with appropriate orders of the North Carolina
Utilities Commission and The Public Service Commission of South Carolina, the
Junior Subordinated Notes will be valid, binding and legal obligations of the
Corporation in accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights.

          (3)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the First and Refunding Mortgage, as
to be supplemented by the Bonds Supplemental Indenture, having qualified under
the Trust Indenture Act of 1939, as amended; (d) the execution and delivery of
the Bonds Supplemental Indenture; (e) the execution, authentication and delivery
of the Bonds in accordance with resolutions to be adopted by the Chief Executive
Officer of the Corporation pursuant to authority expressly granted to him by the
Board of Directors of the Corporation and in accordance with the provisions of
the First and Refunding Mortgage as to be supplemented by the Bonds Supplemental
Indenture; and (f) the issuance and sale of the Bonds in accordance with
resolutions to be adopted by the Chief Executive Officer of the Corporation
pursuant to authority expressly granted to him by the Board of Directors of the
Corporation and in accordance with appropriate orders of the North Carolina
Utilities Commission and The Public Service Commission of South Carolina, the
Bonds will be valid, binding and legal obligations of the Corporation in
accordance with their terms, except as limited by

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bankruptcy, insolvency or other laws affecting the enforcement of mortgagees'
and other creditors' rights.

          (4)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the issuance and sale of the Common
Stock in accordance with resolutions to be adopted by the Chief Executive
Officer of the Corporation pursuant to authority expressly granted to him by the
Board of Directors of the Corporation, in accordance with appropriate orders of
the North Carolina Utilities Commission and The Public Service Commission of
South Carolina, and, if issued pursuant to Stock Purchase Contracts or Stock
Purchase Units, in accordance with the terms thereof; and (d) the receipt by the
Corporation of the full purchase price thereof, the Common Stock will be duly
authorized, validly issued, fully paid and nonassessable.

          (5)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the fixing and determination of the
terms of the Stock Purchase Contracts and/or the Stock Purchase Units in
accordance with resolutions to be adopted by the Chief Executive Officer of the
Corporation pursuant to authority expressly granted to him by the Board of
Directors of the Corporation; (d) the execution and delivery of the agreements
relating to the issuance of the Stock Purchase Contracts and/or the Stock
Purchase Units; (e) the execution and delivery of the Stock Purchase Contracts
and/or the Stock Purchase Units in accordance with resolutions to be adopted by
the Chief Executive Officer of the Corporation pursuant to authority expressly
granted to him by the Board of Directors of the Corporation and in accordance
with the above-mentioned agreements; and (f) the issuance and sale of the Stock
Purchase Contracts and/or the Stock Purchase Units in accordance with
resolutions to be adopted by the
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Chief Executive Officer of the Corporation pursuant to authority expressly
granted to him by the Board of Directors of the Corporation and in accordance
with appropriate orders of the North Carolina Utilities Commission and The
Public Service Commission of South Carolina, the Stock Purchase Contracts and/or
the Stock Purchase Units will be valid, binding and legal obligations of the
Corporation in accordance with their terms, except as limited by bankruptcy,
insolvency or other laws affecting the enforcement of creditors' rights.

          (6)  Upon (a) the above-mentioned Registration Statement under the
Securities Act of 1933, as amended, becoming effective; (b) compliance with any
applicable securities or blue sky laws; (c) the Subordinated Indenture, as to be
supplemented by the Trust Preferred Subordinated Notes Supplemental Indenture,
and the Guarantee Agreements having qualified under the Trust Indenture Act of
1939, as amended; (d) the execution and delivery of the Trust Preferred
Subordinated Notes Supplemental Indenture and of the Guarantee Agreements; (e)
the execution, authentication and delivery of the Trust Preferred Junior
Subordinated Notes in accordance with the Trust Preferred Subordinated Notes
Supplemental Indenture and of the Guarantees in accordance with the Guarantee
Agreements; and (f) the issuance of the Trust Preferred Junior Subordinated
Notes and of the Guarantees, in each case in accordance with resolutions to be
adopted by the Chief Executive Officer of the Corporation pursuant to authority
expressly granted to him by the Board of Directors of the Corporation and in
accordance with appropriate orders of the North Carolina Utilities Commission
and The Public Service Commission of South Carolina, the Trust Preferred Junior
Subordinated Notes and the Guarantees will be valid, binding and legal
obligations of the Corporation in

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accordance with their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of creditors' rights.

          The foregoing opinion is limited solely to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America, and we express no opinion as to the laws
of any other state or jurisdiction.

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the above-mentioned Registration
Statement and to the statements with respect to our firm under the captions
"Validity of the Securities" in such Registration Statement. In giving the
foregoing consent, we do not thereby admit, and hereby expressly disclaim, that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person for any purpose.

                                        Very truly yours,

                                        /s/ Dewey Ballantine LLP

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