EXHIBIT F-1

May 15, 2002



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

         Re:      Cinergy Corp. et al./File No. 70-8933

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 an exhibit
to the certificate filed today in the above docket by Cinergy Services, Inc.
pursuant to Rule 24 under the Act.

         In connection with this opinion letter, I have reviewed the
Application-Declaration on Form U-1 as amended filed in the above docket (the
"Application") by Cinergy together with Cinergy Investments, Inc. and Cinergy
Services, Inc., each a Delaware corporation and wholly-owned subsidiary of
Cinergy (the "Applicants"). In addition, I have reviewed such other documents,
including the Commission's order dated February 7, 1997 (HCAR No. 26662) with
respect to the transactions proposed in the Application (the "Proposed
Transactions"), 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 have been
         complied with.

2.       Each Applicant is validly organized and duly existing.

3.       Any equity security issued by any Applicant in connection with
         the Proposed Transactions was validly issued, fully paid and
         non-assessable, each holder thereof being entitled to the
         rights and privileges appertaining thereto set forth in the
         relevant charter or other document.

4.       Any debt security issued by any Applicant in connection with the
         Proposed Transactions is a valid and binding obligation of the issuer
         thereof.

5.       Any securities (debt or equity ) acquired by any Applicant in
         connection with the Proposed Transactions were legally acquired.

6.       The consummation of the Proposed Transactions did not violate the legal
         rights of the holders of any securities issued by Cinergy or any
         associate company thereof.

7.       The Proposed Transactions were carried out in accordance with the
         Application.

         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 this filing. 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