EXHIBIT F-1
                                  June __, 2003



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


               Re:American Electric Power Company, Inc. -
                  Application/Declaration on Form U-1 (File No. 70-______)

      Dear Sirs:

               I refer to the Form U-1 Application/Declaration in the
      above-referenced proceeding (the "Application") under the Public Utility
      Holding Company Act of 1935, as amended (the "Act"), filed with the
      Securities and Exchange Commission (the "Commission") by American Electric
      Power Company, Inc. ("AEP"), a New York corporation. Capitalized terms
      used in this letter without definition have the meanings ascribed to such
      terms in the Application.

               In the Application, AEP is seeking authorization under the Act to
      acquire, directly or indirectly through one or more subsidiary companies,
      a membership interest in PowerTree Carbon Company, LLC ("PowerTree"), a
      Delaware limited liability company, and, to the extent such approval is
      necessary, to transfer all or a portion of such membership interest to any
      associate company.

               I am an attorney employed by American Electric Power Service
      Corporation, a subsidiary of AEP, and have acted as counsel for AEP in
      connection with the filing of the Form U-1 related to the proposed
      transaction as described in the Application. I have examined originals, or
      copies certified to my satisfaction, of such corporate records of AEP,
      certificates of public officials, certificates of officers and
      representatives of AEP, and other documents as I have deemed it necessary
      to examine as a basis for the opinions hereinafter expressed. In such
      examination, I have assumed the genuineness of all signatures and the
      authenticity of all documents submitted to me as originals and the
      conformity with the originals of all documents submitted to me as copies.
      As to various questions of fact material to such opinions, I have, when
      relevant facts were not independently established, relied upon
      certificates of officers of AEP and other appropriate persons and
      statements contained in the Application and the exhibits thereto.

               I am of the opinion that, upon the issuance of your order or
      orders in this proceeding granting or permitting the Application to become
      effective with respect to the proposed transaction, and in the event that
      the proposed transaction is consummated in accordance with said
      Application and your order or orders in respect thereto:

               (a)         all state laws applicable to the proposed transaction
                           will have been complied with;

               (b)         (i) PowerTree is validly organized and duly existing
                           under the laws of Delaware, and (ii) AEP (or its
                           designated subsidiary or subsidiaries that will
                           become a member of PowerTree) will be entitled to all
                           of the rights and privileges of a member of PowerTree
                           as set forth in PowerTree's Operating Agreement;

               (c)         AEP (or its designated subsidiary or subsidiaries
                           that will become a member of PowerTree) will legally
                           acquire the membership interest in PowerTree; and

               (d)         the consummation of the proposed transaction will not
                           violate the legal rights of the holders of any
                           securities issued by AEP or any associate company
                           thereof.

               I am an attorney licensed to practice in The State of Ohio and
      have acted as counsel to AEP in connection with the proposed transaction.

               For purposes of this opinion, with respect to all matters
      governed by the laws of Delaware as applicable to PowerTree, I have relied
      upon an opinion addressed to AEP of Morris, James, Hitchens & Williams
      LLP, Wilmington, Delaware, which opinion is being filed as an exhibit to
      the Application.

               I hereby give my written consent to the use of this opinion in
      connection with the Application. This opinion is intended solely for the
      use of the Commission and may not be relied upon by any other person for
      any other purpose.


                                                     Very truly yours,



                                                     Ann B. Graf