EXHIBIT 8.1






                                                     December 18, 2001




Re:      CINERGY CORP. AND FELINE PRIDES


Cinergy Corp.
139 East Fourth Street
Cincinnati, Ohio 45202

Ladies and Gentlemen:

         We have acted as counsel for Cinergy Corp. (the "COMPANY") in
connection with the registration of 6,325,000 FELINE PRIDES (the "FELINE
PRIDES"), consisting of purchase contracts issued by the Company and preferred
trust securities issued by CC Funding Trust I (the "TRUST"). We have reviewed
the discussion set forth under the caption "United States Federal Income Tax
Consequences" in the final prospectus (the "PROSPECTUS") that was filed by the
Company and the Trust with the Securities and Exchange Commission on December
14, 2001 and are of the opinion that to the extent the discussion relates to
conclusions of law, the discussion is accurate in all material respects.
Capitalized terms used herein but not defined have the same meanings as provided
in the Prospectus.

         In rendering this opinion, we have relied upon, among other things,
representations and statements made by the Company in the Prospectus and have
assumed that the offering of FELINE PRIDES will occur as described in the
Prospectus.

         This letter is limited to matters discussed expressly herein and does
not address other U.S. federal income tax issues or other legal issues relevant
to issuance of the FELINE PRIDES. In particular, this opinion does not address
the tax treatment to the Company of issuance of the FELINE PRIDES and should not
be construed otherwise.

                                            Very truly yours,

                                            /s/ Davis Polk & Wardwell