EXHIBIT 5.1


                        Taft, Stettinius & Hollister LLP
                          425 Walnut Street, Suite 1800
                            Cincinnati, OH 45202-3957
                                 (513) 381-2838
                               Fax: (513) 381-0205
                                 www.taftlaw.com





                                January 15, 2003


Cinergy Corp.
139 East Fourth Street
Cincinnati, OH 45202

Ladies and Gentlemen:

         We have acted as counsel in connection with the Registration Statement
on Form S-3 (the "REGISTRATION STATEMENT") filed by Cinergy Corp. (the
"COMPANY") and CC Funding Trust II, a statutory trust established by the Company
under the laws of the State of Delaware (the "TRUST"), with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"SECURITIES ACT"), for the registration of the sale by the Company from time to
time of up to $750,000,000 aggregate principal amount of (i) shares of its
common stock, par value $.01 per share (the "COMMON STOCK"), (ii) shares of its
preferred stock, par value $.01 per share (the "PREFERRED STOCK"), (iii) stock
purchase contracts (the "STOCK PURCHASE CONTRACTS") to purchase or sell shares
of Common Stock, (iv) unsecured senior and junior subordinated debt securities
(the "DEBT SECURITIES"), (v) stock purchase units (the "STOCK PURCHASE UNITS"),
consisting of a Stock Purchase Contract and either trust preferred securities
issued by the Trust (the "TRUST SECURITIES"), Debt Securities or other third
party debt obligations, and (vi) guarantees of payment with respect to the Trust
Securities (the "GUARANTEES"). Capitalized terms used herein but not defined
have the same meanings as provided in the Registration Statement.

         The Debt Securities are to be issued pursuant to an Indenture dated
September 12, 2001, between the Company and Fifth Third Bank, as trustee, to be
supplemented by a supplemental indenture thereto (the "INDENTURE"). The
Guarantees are to be issued pursuant to a guarantee agreement to be entered into
between the Company and The Bank of New York, as guarantee trustee (the
"GUARANTEE AGREEMENT"). The Stock Purchase Contracts are to be issued pursuant
to a purchase contract agreement to be entered into between the Company and a
purchase contract agent (the "PURCHASE CONTRACT AGREEMENT").





         We have examined the originals or copies certified or otherwise
identified to our satisfaction of such corporate records of the Company and such
other documents and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed.

         Based on the foregoing, we are of the opinion that:

         (1) When necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of such shares of Common Stock proposed
to be sold by the Company, and when such shares of Common Stock are issued and
delivered in accordance with the applicable underwriting or other agreement,
such shares of Common Stock will be validly issued, fully paid and
nonassessable.

         (2) Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by or on behalf of the Board of
Directors of the Company and the proper filing with the Secretary of State of
the State of Delaware of a Certificate of Designation relating to such series of
Preferred Stock, all necessary corporate action on the part of the company will
have been taken to authorize the issuance and sale of such series of Preferred
Stock proposed to be sold by the Company, and when such shares of Preferred
Stock are issued and delivered in accordance with the applicable underwriting or
other agreement, such shares of Preferred Stock will be validly issued, fully
paid and nonassessable, enforceable in accordance with their terms, except as
(a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or hereafter
in effect relating to or affecting the enforcement of creditors' rights
generally and (b) the availability of equitable remedies may be limited by
equitable principles of general applicability (regardless of whether considered
in a proceeding at law or in equity).

         (3) When any supplemental Indenture to be entered into in connection
with the issuance of any Debt Security has been duly authorized, executed and
delivered by the trustee and the Company, the specific terms of a particular
Debt Security have been duly authorized and established in accordance with the
applicable supplemental Indenture and such Debt Security has been duly
authorized, executed, authenticated, issued and delivered in accordance with the
applicable supplemental Indenture and the applicable underwriting or other
agreement, such Debt Security will constitute a valid and binding obligation of
the Company, enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and (b)
the availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).

         (4) When the Guarantees have been duly authorized by the Company, the
applicable Guarantee Agreement has been duly executed and delivered and the
Trust Securities have been duly issued and delivered by the Trust as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Guarantees will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent






transfer, moratorium or similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).

         (5) When the Stock Purchase Units and Stock Purchase Contracts have
been duly authorized by the Company, and the applicable Purchase Contract
Agreement and Pledge Agreement have been duly executed and delivered, the Stock
Purchase Units and Stock Purchase Contracts will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as (a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).

         The foregoing opinion is limited to the laws of the State of New York
(which law, by their terms, governs certain of the above-referenced agreements),
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement referred to above, and further consent to the reference
to our name under the caption "Legal Matters" in the Prospectus which is part of
the Registration Statement, without admitting that we are experts within the
meaning of the Securities Act.

                                         Very truly yours,


                                        /s/ TAFT, STETTINIUS & HOLLISTER LLP