EXHIBIT (5)

                       [LETTERHEAD OF GOULD & WILKIE LLP]



                                                              February 28, 2002




Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879

Dear Sirs:

         Referring to your Registration Statement on Form S-3 (the "Registration
Statement") submitted for electronic filing this date with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Act"), pursuant to Rules 415 and 429 promulgated thereunder, covering the
proposed issuance and sale by you of up to $100,000,000 aggregate principal
amount of debt securities (the "Debt Securities"), in one or more series, to be
issued under an Indenture (the "Indenture"), dated as of April 1, 1992, by and
between the Company and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association) (as successor to Morgan Guaranty
Trust Company of New York), as Trustee (the "Trustee"), in amounts, at prices
and on terms to be determined at the time or times of sale, as contemplated in
the Registration Statement:

         The Company was incorporated and organized under our supervision. We
have acted as counsel for the Company since its incorporation on December 31,
1926.

         We have advised the Company with regard to the execution and filing of
its Certificate of Consolidation (Certificate of Incorporation) and all
certificates amendatory thereof.

         We have advised the Company in the preparation of the Registration
Statement.

         With respect to those Debt Securities which are to be issued at any one
time (the "Offered Debt Securities"), and on the basis of the foregoing, and our
examination and consideration of such other legal and factual matters as we have
deemed appropriate, we are of the following legal opinion:

         Upon -

                  (a)      favorable action having been taken, at a meeting or
                           meetings of the Company's Board of Directors or a
                           duly authorized committee of the Board of Directors,
                           to approve and authorize




                           the terms and conditions, and issuance and sale of
                           the Offered Debt Securities, the issuance and sale of
                           such Offered Debt Securities under the Indenture, and
                           any other action necessary to the consummation of the
                           proposed issuance and sale of the Offered Debt
                           Securities, including the execution and delivery of a
                           distribution agreement with respect to the Offered
                           Debt Securities in substantially the form of the
                           distribution agreement contained in the Registration
                           Statement as Exhibit (1);

                  (b)      confirmation by us that the applicable authorizations
                           of the Public Service Commission of the State of New
                           York for the issuance and sale of the Offered Debt
                           Securities, set forth in its Order in Case No.
                           01-M-0323, issued and effective September 27, 2001,
                           continue to be in full force and effect, and that all
                           conditions precedent to such issuance and sale in the
                           Order have been satisfied;

                  (c)      the establishment of the terms of the Offered Debt
                           Securities and the form or forms thereof by an
                           instrument or instruments pursuant to and as provided
                           for in the Indenture;

                  (d)      the Registration Statement becoming effective;

                  (e)      a distribution agreement with respect to the Offered
                           Debt Securities as aforesaid having been duly
                           executed and delivered by the parties thereto; and

                  (f)      the Offered Debt Securities having been authenticated
                           by the Trustee and issued and delivered for the
                           consideration contemplated in the Registration
                           Statement and any prospectus supplement or
                           supplements relating to the Offered Debt Securities
                           filed pursuant to Rule 424 under the Act, and in
                           accordance with (i) the provisions of the Indenture,
                           and (ii) the aforementioned resolutions of the
                           Company's Board of Directors or duly authorized
                           committee of the Board of Directors;

the Debt Securities will be the valid, legal and binding obligations of the
Company.

         We hereby consent that this opinion be filed as an Exhibit to the
Registration Statement, and we further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.


                                                        Very truly yours,


                                                        /s/ GOULD & WILKIE LLP
                                                        ----------------------
                                                        Gould & Wilkie LLP

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