EXHIBIT 5.1

                             Dewey Ballantine LLP
                          1301 Avenue of the Americas
                           New York, New York  10019


                                        March 31, 1998

Duke Capital Corporation
422 South Church Street
Charlotte, North Carolina  28202

     Re:  Registration Statement on Form S-3
          ----------------------------------

Dear Sirs:

  We are acting as counsel to Duke Capital Corporation (the "Corporation") in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), including a preliminary prospectus and preliminary
prospectus supplements, which is to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of (1) Junior Subordinated Notes (the
"Junior Subordinated Notes") to be issued by the Corporation, (2) Trust
Preferred Securities (liquidation amount $   per Trust Preferred Security) to be
issued by Duke Capital Financing Trust I, Duke Capital Financing Trust II and
Duke Capital Financing Trust III, (3) the Corporation's Guarantees (as defined
in the Registration Statement) with respect to such Trust Preferred Securities
and (4) Senior Notes (the "Senior Notes") to be issued by the Corporation.  The
Junior Subordinated Notes will be issued pursuant to a subordinated indenture,
as supplemented, between the Corporation and the trustee named therein (the
"Subordinated Indenture"), the Guarantees will be issued pursuant to separate
guaranty agreements between the Corporation and the trustee named therein (the
"Guaranty Agreements") and the Senior Notes will be issued pursuant to a senior
indenture, as supplemented, between the Corporation and the trustee named
therein (the "Senior Indenture"), in each case substantially in the respective
forms filed as exhibits to the Registration Statement.

  We are of the opinion that, upon compliance with the pertinent provisions of
the Act and the Trust Indenture Act of 1939, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions and upon the
adoption of appropriate resolutions by the Board of Directors of the Corporation
or a duly authorized committee thereof, when the Subordinated Indenture, the
Guaranty Agreements and the Senior Indenture have been


 
duly executed and delivered by the proper officers of the Corporation and the
trustees named therein, and when the Junior Subordinated Notes, the Guarantees
and the Senior Notes have been executed, authenticated and delivered in
accordance with the terms of the Subordinated Indenture, the Guaranty Agreements
and the Senior Indenture, as the case may be, the Junior Subordinated Notes, the
Guarantees and the Senior Notes will be valid, binding and legal obligations of
the Corporation (subject to applicable bankruptcy, moratorium and similar laws
from time to time in force and to general principles of equity, whether
considered in a proceeding at law or in equity).

  The foregoing opinion is limited solely to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

  We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
captions "Legal Opinions" and "Legal Matters" in the Registration Statement.  In
giving the foregoing consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

                                        Very truly yours,

                                        /s/ Dewey Ballantine LLP