Exhibit 5-C-3

                        RICHARDS, LAYTON & FINGER, P.A.
                               One Rodney Square
                          Wilmington, Delaware  19899

                                                                  April 12, 2001

Duke Energy Capital Trust V
c/o Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina  28202

          Re:  Duke Energy Capital Trust V

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Duke Energy Corporation,
a North Carolina corporation (the "Company"), and Duke Energy Capital Trust V,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein.  At your request, this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a) The Certificate of Trust of the Trust, dated February 9, 2000
as filed with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on February 9, 2000;

          (b) The Trust Agreement of the Trust, dated as of February 9, 2000
between the Company, as Depositor, and the trustee of the Trust named therein;

          (c) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus") and a preliminary
prospectus supplement (the "Prospectus Supplement"), relating to the     % Trust
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by the Company, the Trust and
others as set forth therein with the Securities and Exchange Commission on or
about April 12, 2001;

          (d) A form of Amended and Restated Trust Agreement for the Trust, to
be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of undivided beneficial interests in the
assets of the Trust (including Exhibits C and E thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

          (e) A Certificate of Good Standing for the Trust, dated April 12,
2001, obtained from the Secretary of State.



          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above.  In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us.  We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein.  We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Trust
Agreement and the Certificate of Trust are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation, due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Security
Certificate for such Preferred Security and the payment for such Preferred
Security, in accordance with the Trust Agreement and the Registration Statement,
and (vii) that the Preferred Securities are issued and sold to the Preferred
Security Holders in accordance with the Trust Agreement and the Registration
Statement. We have not participated in the preparation of the Registration
Statement and assume no responsibility for its contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto.  Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1.  The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

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          2.  The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

          3.  The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.  We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.  In addition,
we hereby consent to the use of our name under the heading "Validity of the
Securities" in the Prospectus and "Validity of the Securities" in the Prospectus
Supplement.  In giving the foregoing consents, we do not thereby admit 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
Securities and Exchange 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/ Richards, Layton & Finger

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