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                                                                    EXHIBIT F
                                    September 30, 2004

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

         Re:      Cinergy Corp., et al./Declaration on Form U-1
                  File No. 70-_______

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"; and together with Cinergy,
"Applicants"). This opinion letter relates specifically to the transactions
proposed in that certain Declaration on Form U-1 (the "Application") filed
jointly by the Applicants today under the Public Utility Holding Company Act of
1935, as amended (the "Act").

         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 Applicants' 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 Applicant or any associate company thereof.

         The foregoing opinions presume that the proposed transactions will be
consummated in accordance with the Application (including as the same may be
amended prior to the issuance of the Commission's order requested therein) 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