Exhibit 5.2
April 1, 2019
Interstate Power and Light Company
Alliant Energy Tower
200 First Street S.E.
Cedar Rapids, IA 52401-1409
| Re: | 3.60% Debentures due 2029 |
| | Registration Statement on FormS-3 |
| | RegistrationNo. 333-222076-02 |
Ladies and Gentlemen:
We have acted as special Iowa counsel to Interstate Power and Light Company, an Iowa corporation (the “Company”), for the purpose of delivering this opinion as required under Section 5(b) of the Underwriting Agreement (“Underwriting Agreement”) dated as of March 25, 2019, by and among Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the Underwriters, and the Company in connection with the issuance of 3.60% Senior Debentures due 2029 of the Company in the aggregate amount of $300,000,000 (“Debentures”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
In our capacity as special counsel, we examined the Underwriting Agreement and such other documents, certificates, corporate and other records and proceedings of the Company relating to the authorization, issuance, and sale of the Debentures in connection with the Underwriting Agreement, and such other legal matters as we deemed pertinent to the opinions hereinafter expressed. As to matters of fact material to our opinions, we have, with your agreement, relied on representations made in the Underwriting Agreement and upon certificates of officers of the Company. We have assumed, with your agreement, the genuineness of all signatures appearing on the documents examined by us, the legal capacity of all natural persons, the genuineness, completeness and authenticity of all documents submitted to us as originals and the conformity with genuine, complete and authentic originals of all documents submitted to us as copies.
Based upon the foregoing, and subject to the qualifications and limitations set forth below, it is our opinion that:
1. Based solely on the Certificate of Existence dated March 22, 2019, issued by the Secretary of State of Iowa, and the bring down of such certificate dated March 25, 2019, collectively attached as Exhibit 1 hereto, the Company is validly existing as a corporation under the laws of the State of Iowa.
2. The Company has the requisite corporate power and authority to execute, deliver and perform all of its undertakings under the Underwriting Agreement and the Debentures.
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