EXHIBIT F-1

                                                              December 19, 2000

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

         Re:      Cinergy Corp./File No. 70-

Ladies and Gentlemen:

         I  am  Senior  Counsel  for  Cinergy  Corp.  ("Cinergy"),   a  Delaware
corporation  and registered  holding  company under the Public  Utility  Holding
Company Act of 1935,  as amended (the "Act").  This opinion  letter is delivered
pursuant  to the  rules  of  the  Commission  thereunder  as an  exhibit  to the
Application-Declaration  on Form U-1 being filed today by Cinergy  under the Act
(such   application-declaration,   including   any   amendments   thereto,   the
"Application").  Any capitalized  terms used herein without separate  definition
have the meanings given in the Application.

         In connection with this opinion letter, I have reviewed the Application
and such  other  documents  and made  such  other  investigation  as I  consider
appropriate.

         Based on the foregoing and subject to the other  paragraphs  hereof,  I
express the following opinions:

1.   All state  laws  applicable  to the  proposed  transactions  will have been
     complied with.

2.   Each of Cinergy and its Subsidiaries now in existence is validly  organized
     and duly existing.

3.   Any  equity  securities  to be issued  by any  Subsidiary  pursuant  to the
     Application will be validly issued, fully paid and non-assessable,  and the
     holders thereof entitled to the rights and privileges  appertaining thereto
     set  forth in the  charter  or  other  document  defining  the  rights  and
     privileges of security holders.

4.   Cinergy  will legally  acquire any equity  securities  contemplated  in the
     Application  to  be  acquired  by  it  in  connection   with  the  proposed
     transactions.

5.   The  consummation of the proposed  transactions  will not violate the legal
     rights of the holders of any securities  issued by Cinergy or any associate
     company thereof.

         The foregoing  opinions presume that the proposed  transactions will be
consummated in accordance with the Application and legal requirements applicable
thereto,  including the Commission's order or orders granting and permitting the
Application to become effective.

         I am admitted to the Bar of the State of Ohio.  The foregoing  opinions
are  limited  to the  laws  of the  State  of  Ohio  and  the  Delaware  General
Corporation Law.

         I hereby  consent to the  Commission's  use of this  opinion  letter in
connection  with the  Application.  This opinion  letter may not be used for any
other  purpose or relied on by or furnished to any other party  without my prior
written consent.

                                Very truly yours,


                              /s/ George Dwight II