EXHIBIT (5)

                       [Letterhead of Gould & Wilkie LLP]


                                                     July 23, 2001

CH Energy Group, Inc.
284 South Avenue
Poughkeepsie, NY 12601-4879

Dear Sirs and Madames:

     Referring  to  Post-effective  Amendment  No. 1,  filed  this date with the
Securities and Exchange Commission,  to your Registration  Statement (333-46528)
on Form S-8,  under the  Securities  Act of 1933,  relating to 500,000 shares of
your Common  Stock,  $.10 par value  ("Common  Stock") which may be issued as an
investment  option  under  and  pursuant  to  the  Long-Term  Performance  Based
Incentive Plan ("Plan"):

     CH Energy Group, Inc.  ("Company") was incorporated and organized under our
supervision. We have acted as counsel for the Company since its incorporation on
April 24, 1998.

     We  have  advised  the  Company  in the  preparation  of  the  Registration
Statement  to be filed with the  Securities  and Exchange  Commission  this date
under the  Securities  Act of 1933 to  effect  registration  thereunder  of said
500,000 shares of the Common Stock.

     We have advised Central Hudson Gas & Electric  Corporation  with respect to
the adoption and administration of the Plan.

     On the basis of the foregoing,  and of our examination and consideration of
such other legal and factual  matters as we have deemed  appropriate,  we are of
the following opinion:

     Upon  original  issuance  of the shares of Common  Stock and  consideration
received by the Company therefor as an investment option under and in accordance
with the  Plan,  that  Common  Stock  will be  legally  issued,  fully  paid and
non-assessable.  With respect to shares of Common Stock purchased by the Plan on
the open market as an investment  option under and in accordance  with the Plan,
that Common Stock will be legally issued, fully paid and non-assessable.

     We hereby  consent  that this  opinion  will be filed as an  Exhibit to the
Company's said Registration Statement,  and we further consent to the use of our
name  included in Part II,  Item 5 of said  Registration  Statement.

                                                     Very truly yours,

                                                     /s/ Gould & Wilkie LLP
                                                     GOULD & WILKIE LLP
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