EXHIBIT 5 TAFT, STETTINIUS & HOLLISTER 1800 STAR BANK CENTER 425 WALNUT STREET CINCINNATI, OH 45202-3957 July 22, 1994 The Cincinnati Gas & Electric Company 139 East Fourth Street Cincinnati, Ohio 45202 Re: Registration of 2,000,000 Additional Shares of Common Stock under the Securities Act of 1933 Dear Sirs: We are acting as counsel for The Cincinnati Gas & Electric Company (the "Company") in connection with the proposed issuance and sale by it of 2,000,000 additional shares of Common Stock of the Company (the "Shares"), pursuant to its Dividend Reinvestment and Stock Purchase Plan (the "Plan"). In connection therewith we have examined copies of: (a) the Registration Statement on Form S-3, including the documents incorporated therein by reference (the "Registration Statement"), being filed by the Company with the Securities and Exchange Commission (the "Commission") for the registration of the Shares pursuant to the Securities Act of 1933, as amended; (b) the Amended Articles of Incorporation of the Company, as amended (the "Articles"), and its Regulations as now in effect; (c) resolutions relating to the Shares, which were adopted at a meeting of the Board of Directors of the Company held on July 20, 1994; (d) the form of the Certificate for the Shares; (e) the Application of the Company filed with The Public Utilities Commission of Ohio requesting authorization for the issuance and sale of the Shares; and (f) such other opinions, documents, minutes, corporate records, certificates of public officials, certificates or representations of officers of the Company, instruments and matters relating to the authorization and issuance of the Shares as we have deemed necessary. Based upon the foregoing, we are of the opinion that: (1) the Company has been duly incorporated and is validly existing in good standing under the laws of the State of Ohio; (2) the maximum number of shares of Common Stock which the Company is authorized to have outstanding is 120,000,000 shares of $8.50 par value per share. We have been informed by the Company that 89,068,665 shares of Common Stock were issued and outstanding as of June 30, 1994; (3) the Board of Directors of the Company has duly authorized the issuance and sale of the Shares pursuant to the Plan; and (4) when: (i) the Company's Registration Statement, as it may be amended, shall have been declared effective by order of the Commission; (ii) The Public Utilities Commission of Ohio shall have entered an appropriate order authorizing the issuance and sale of the Shares; and (iii) certificates for the Shares, in the form referred to above, bearing the facsimile signatures of the proper officers of the Company and having a facsimile of the seal of the Company reproduced thereon, shall have been duly countersigned (which may be in facsimile) by a duly appointed Transfer Agent and duly registered by a duly appointed Registrar and the Shares shall have been sold, paid for and delivered pursuant to the Plan, then the Shares will be validly issued, fully paid and nonassessable, and will be entitled to the applicable rights and subject to the applicable qualifications, limitations or restrictions as set forth in the Articles. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to us in the Prospectus comprising a part of the Registration Statement, to the use of our name under the captions "Statement Concerning Experts" and "Legal Opinions" in that Prospectus, and to the incorporation into the Prospectus by reference of the statements as to matters of law and legal conclusions reviewed by us and referred to under the caption "Statement Concerning Experts". Very truly yours, /s/ TAFT, STETTINIUS & HOLLISTER