EXHIBIT 8.1


                  [Letterhead of Simpson Thacher & Bartlett]

                                                May 7, 2003


Duke Energy Corporation
526 South Church Street
Charlotte, North Carolina 28202

Ladies and Gentlemen:

         We have acted as counsel to Duke Energy Corporation, a North Carolina
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of the Registration
Statement on Form S-3 dated May 1, 2003 under the Securities Act of 1933, as
amended, (the "Registration Statement") with respect to the registration of
$700,000,000 aggregate principal amount of 1 3/4% Convertible Senior Notes due
2023 (the "Convertible Notes") issued pursuant to the terms of the Senior
Indenture, dated as of September 1, 1998, between the Company and JPMorgan Chase
Bank (formerly known as the Chase Manhattan Bank), as trustee, as amended and
supplemented by the Twelfth Supplemental Indenture, dated as of May 7, 2003 (the
"Indenture").

         In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) the Indenture; and (iii) forms of the
Convertible Notes. We have also examined and relied upon originals, or
duplicates or certified or conformed copies, of such records of the Company and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinion set forth herein.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein and in the Registration Statement, we are of the
opinion that the statements set forth in the Registration Statement under the
caption "Certain United States Federal Income Tax Considerations," insofar as
they purport to constitute summaries of matters of United States federal tax law
and regulations or legal conclusions with respect thereto, constitute accurate
summaries of the matters described therein in all material respects.

         We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as Convertible Notes and that our opinion is not binding on
the Internal Revenue Service or courts, any of which could take a contrary
position.

         We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal tax law of
the United States.

         We hereby consent to the use of our name in the Registration Statement
under the captions "Certain United States Federal Income Tax Considerations" and
"Legal Matters".

                                       Very truly yours,

                                       /s/ SIMPSON THACHER & BARTLETT

                                       SIMPSON THACHER & BARTLETT