EXHIBIT 5(b) and 8


                            THELEN REID & PRIEST LLP
                               40 WEST 57TH STREET
                            NEW YORK, NEW YORK 10019




                                                                  (212) 603-2000



                                        New York, New York
                                        May 26, 2000


DPL Inc.
Courthouse Plaza Southwest
Dayton, Ohio 45402

Ladies and Gentlemen:

          Referring to the proposed exchange (Exchange Offer) by DPL Inc.
(Company) of any and all of its outstanding 8 1/4% Senior Notes due 2007 (Old
Notes) for an equal principal amount of its 8 1/4% Exchange Senior Notes due
2007 (New Notes), as contemplated in the Company's Form S-4 registration
statement (Registration Statement) to be filed by the Company with the
Securities and Exchange Commission (Commission) under the Securities Act of
1933, on or about the date hereof, we are of the opinion that all requisite
action necessary to make the New Notes valid, legal and binding obligations of
the Company shall have been taken when the Exchange Offer shall have been
completed and any Old Notes validly tendered pursuant thereto shall have been
exchanged for the New Notes as contemplated in the Registration Statement and
any prospectus relating to the Exchange Offer.

          We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the state of Ohio. Accordingly, in rendering this
opinion, we have relied, with your consent, as to all matters governed by the
laws of Ohio, upon an opinion of even date herewith addressed to you by Stephen
F. Koziar, Jr., Esq., Group Vice President and General Counsel for the Company,
which is being filed as an exhibit to the Registration Statement.

          We confirm our opinion as set forth under the caption "Material United
States Income Tax Considerations" in the prospectus constituting a part of the
Registration Statement.

          We hereby consent to the use of our name in such Registration
Statement and to the use of this opinion as an exhibit thereto.

                                        Very truly yours,

                                        /s/ Thelen Reid & Priest LLP

                                        Thelen Reid & Priest LLP