EXHIBIT F-1

March 7, 2001

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

         Re:      Cinergy Corp./File No. 70-9789

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.  This opinion letter is delivered  pursuant to the rules of the Commission
thereunder  as an exhibit to the  amended  Declaration  on Form U-1 in the above
file (the "Application").

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