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Duke Energy Corp – ‘S-4/A’ on 4/25/11 – ‘EX-99.6’

On: Monday, 4/25/11, at 5:30pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-11-107941 · File #: 333-172899

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/25/11  Duke Energy Corp                  S-4/A¶                10:2.7M                                   Donnelley … Solutions/FA

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 2 to Form S-4                         HTML   2.15M 
10: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     17K 
 2: EX-8.1      Form of Opinion of Hunton & Williams LLP            HTML     13K 
 3: EX-8.2      Form of Opinion of Wachtell, Lipton, Rosen & Katz   HTML     13K 
 4: EX-23.1     Consent of Deloitte & Touche LLP for Duke Energy    HTML      7K 
                          Corporation                                            
 5: EX-23.2     Consent of Deloitte & Touche LLP for Progress       HTML      7K 
                          Energy, Inc.                                           
 6: EX-99.3     Notice to Participants in the Duke Energy Plans     HTML     17K 
 7: EX-99.6     Consent of Merrill Lynch, Pierce, Fenner & Smith    HTML     10K 
                          Incorporated                                           
 8: EX-99.7     Consent of Lazard Freres & Co. LLC                  HTML      9K 
 9: EX-99.8     Consent of Barclays Capital Inc.                    HTML     10K

‘EX-99.6’ — Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

Exhibit 99.6


Merrill Lynch, Pierce, Fenner & Smith Incorporated

April 25, 2011

Board of Directors

Duke Energy Corporation

526 South Church Street

Charlotte, NC 28202

Members of the Board:

We hereby consent to the inclusion of our opinion letter, dated January 8, 2011, to the Board of Directors of Duke Energy Corporation (“Duke Energy”) as Annex C to, and to the reference thereto under the headings “Summary—Opinions of Financial Advisors—Opinions of Financial Advisors to Duke Energy—Opinion of BofA Merrill Lynch,” “The Merger—Background of the Merger,” “The Merger—Duke Energy’s Reasons for the Merger and Recommendation of Duke Energy’s Board of Directors” and “The Merger—Opinions of Financial Advisors to Duke Energy—Opinion of BofA Merrill Lynch” in, the joint proxy statement/prospectus relating to the proposed merger involving Duke Energy and Progress Energy, Inc. (“Progress Energy”), which joint proxy statement/prospectus forms a part of Amendment No. 2 to Duke Energy’s Registration Statement on Form S-4 to which this consent is filed as an exhibit. In giving the foregoing consent, we do not admit (1) that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, or (2) that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act and the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Merrill Lynch, Pierce, Fenner & Smith

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

Merrill Lynch, Pierce, Fenner & Smith Incorporated member FINRA/SIPC, is a subsidiary of Bank of America Corporation

Merrill Lynch, Pierce, Fenner and Smith Incorporated

One Bryant Park, New York, NY 10036

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4/A’ Filing	Date	Other Filings

Filed on:	4/25/11
	1/8/11	8-K
		List all Filings

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Filing Submission 0001193125-11-107941 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Duke Energy Corp – ‘S-4/A’ on 4/25/11 – ‘EX-99.6’

On: Monday, 4/25/11, at 5:30pm ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 1193125-11-107941 · File #: 333-172899

Previous ‘S-4’: ‘S-4/A’ on 4/8/11 · Next: ‘S-4/A’ on 5/13/11 · Latest: ‘S-4/A’ on 7/7/11

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

‘EX-99.6’ — Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Monday, 4/25/11, at 5:30pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 1193125-11-107941 · File #: 333-172899

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents