Exhibit 5
May 18, 2023
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (the “Company”). The Company will file on or about the date hereof with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 2,941,707 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), in connection with its DRPlus Dividend Reinvestment and Stock Purchase Plan. This opinion is given with respect to the Shares to the extent they are newly-issued shares of Common Stock.
In connection therewith, I, or persons under my supervision and control, have reviewed originals (or copies certified or otherwise identified to my satisfaction) of (1) the Registration Statement; (2) the prospectus forming a part of the Registration Statement; (3) the Company’s Restated Articles of Incorporation, as amended, and By-Laws, as amended, each as in effect on the date hereof; and (4) corporate and other documents, records and papers and certificates of public officials. In addition, I, or persons under my supervision and control have reviewed such other documents and materials as I have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents.
On the basis of such review, and after consultation with other company attorneys as I have deemed appropriate, I am of the opinion that when the Shares have been issued and delivered on the terms and conditions set forth in the Registration Statement, and for the consideration contemplated by the Registration Statement, the Shares will be legally issued, fully paid and non-assessable.
This opinion is limited to the laws of the State of Missouri.
I hereby consent to the references to me in the Registration Statement, including under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Chonda J. Nwamu | |
| Chonda J. Nwamu | |
| Executive Vice President, General Counsel and Secretary |
