EXHIBIT F-1

                                  June 1, 2004


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


         Re:  Amended Application-Declaration on Form U-1/File No. 70-10224


Ladies and Gentlemen:

         I am Associate General Counsel for Cinergy Corp., a Delaware
corporation ("Cinergy"), and its subsidiaries including The Cincinnati Gas &
Electric Company, an Ohio corporation ("CG&E"). This opinion letter relates
specifically to the transactions proposed in the above-referenced
application-declaration on Form U-1 filed jointly under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), by Cinergy and CG&E
(together, the "Cinergy Applicants") and INOH Gas, Inc., an Indiana corporation
(such application-declaration, as amended to date and including any further
amendment thereof prior to receipt of the Commission's order with respect
thereto, 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 Cinergy Applicant's  involvement in the
proposed transactions will be complied with.


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

         The foregoing opinions presume that the proposed transactions will be
consummated in accordance with the Application and all legal requirements and
authorizations applicable thereto, including, without limitation, the
Commission's order requested therein and any internal corporate authorizations.

         I am admitted to the Bars of the States of New York and Ohio. The
foregoing opinions are limited to the laws of such states.

         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