EXHIBIT F

                                                              September 6, 2002

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

         Re:      CinCap Madison, LLC, et al./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
Declaration on Form U-1 (such declaration, including any subsequent amendments
thereto, the "Application") being filed today by CinCap Madison, LLC, CinCap
VII, LLC and PSI Energy, Inc. ("PSI" and together with the foregoing companies,
the "Applicants"), each of which is a wholly-owned subsidiary of Cinergy.

         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 the Applicants is validly organized and duly existing.

3.       The Madison and Henry County generating stations will be legally
         acquired by PSI.

4.       The consummation of the proposed transactions will not violate the
         legal rights of the holders of any securities issued by the Applicants
         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 to be issued in respect
thereof.

         I am admitted to the Bars of the States of New York and Ohio. The
foregoing opinions are limited to the laws of the States of New York and Ohio
and the Delaware Limited Liability Company Act.

         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