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EXHIBIT (5)
[WE LETTERHEAD]
November 15, 1995
Wisconsin Electric Power Company
231 West Michigan Street
P.O. Box 2046
Milwaukee, WI 53201
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Wisconsin Electric Power Company (the "Company")
with the Securities and Exchange Commission (the "SEC") under the Securities
Act of 1933 with respect to the proposed offering pursuant to the combined
prospectus (the "Prospectus") contained in the Registration Statement of up to
$400,000,000 aggregate principal amount of (a) one or more new series of the
Company's First Mortgage Bonds (each such series being hereinafter referred to
as a "Series of New Bonds," collectively the "New Bonds") and/or (b) one or
more new series of the Company's debt securities (the "Debt Securities") (each
such series being hereinafter referred to as a "Series of Securities,"
collectively the "Securities").
As Director-Legal Services Department of the Company, I have examined (i) the
Registration Statement, (ii) the Mortgage and Deed of Trust dated October 28,
1938, from the Company to Firstar Trust Company (formerly First Wisconsin
Trust Company), as Trustee, as supplemented and amended, and as proposed to be
supplemented by a Supplemental Indenture relating to each Series of New Bonds
(such Mortgage and Deed of Trust, as so supplemented and amended and to be
supplemented in respect of a Series of New Bonds, being herein called the
"Mortgage" relating to such Series of New Bonds), (iii) the form of proposed
Indenture (including, as exhibits, proposed forms of Registered Security and
Bearer Security thereunder) from the Company to Firstar Trust Company, as
Trustee, providing for the issuance of the Securities from time to time in one
or more Series, pursuant to the terms of one or more Securities Resolutions or
supplemental indentures creating such Series (the "Indenture"), (iv) minutes
of the meetings of the Company's Board of Directors held on April 28, 1993,
July 26, 1995 and October 25, 1995, (v) the order dated November 11, 1993 of
the Public Service Commission of Wisconsin (the "PSCW") with respect to the
New Bonds and the Securities, for which a two-year extension of the scheduled
December 31, 1995 expiration date has been requested, and the order dated
November 29, 1993, as amended by the order dated October 12, 1994, of the
Michigan Public Service Commission (the "MPSC") with respect to the New Bonds
and the Securities, for which a two-year extension of the scheduled December
31, 1995 expiration date has been requested, and (vi) such other documents and
records, and such matters of law, as I have deemed necessary or advisable for
the purposes of this opinion. I note that since $98,350,000 aggregate
principal amount of the up to $400,000,000 aggregate principal amount of debt
securities authorized to be issued under the Company's long-term financing
plan and the PSCW and MPSC financing orders have already been issued, further
authorization by the Board of Directors of the Company and by the PSCW and
MPSC (in addition to the requested extension of the current financing orders)
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Wisconsin Electric Power Company
November 15, 1995
Page 2
would be necessary for the issuance of more than $301,650,000 of the
$400,000,000 aggregate principal amount of New Bonds and Securities covered by
the Prospectus.
On the basis of the foregoing, I advise you that, in my opinion:
1. The Company is a corporation duly organized and existing under the laws
of the State of Wisconsin.
2. When (a) the Registration Statement, as it may have been amended or
supplemented, shall have become effective under the Securities Act of
1933 and the Mortgage relating to the New Bonds shall have been
qualified under the Trust Indenture Act of 1939, and (b) in the case of
each Series of New Bonds, the Board of Directors (including any duly
authorized committee thereof) shall have taken all necessary further
action to approve the terms of such Series and of the related
Supplemental Indenture and to authorize the issuance and sale of such
Series as contemplated in the Registration Statement, all requisite PSCW
and MPSC approvals and any other necessary regulatory approvals with
respect to such Series shall be in effect at the time of the issuance of
such Series, and the Supplemental Indenture setting forth the terms of
such Series shall have been duly executed and delivered by the Company
and the Trustee, then, upon execution and delivery of such Series
against payment in accordance with the authorization of the Board of
Directors (including any duly authorized committee thereof), such
regulatory approvals and the Mortgage relating to such Series, such
Series of New Bonds will be legally valid and binding obligations of the
Company, entitled to the benefits and security of the Mortgage relating
to such Series.
3. When (a) the Registration Statement, as it may have been amended or
supplemented, shall have become effective under the Securities Act of
1933 and the Indenture relating to the Securities shall have been
qualified under the Trust Indenture Act of 1939 and duly executed and
delivered by the Company and Trustee, and (b) in the case of each Series
of Securities, the Board of Directors (including any duly authorized
committee thereof) shall have taken all necessary further action to
approve the terms of such Series and of the related Securities
Resolution or supplemental indenture creating such Series and to
authorize the issuance and sale of such Series as contemplated in
the Registration Statement, all requisite PSCW and MPSC approvals and
any other necessary regulatory approvals with respect to such Series
shall be in effect at the time of the issuance of such Series, and the
Securities Resolution or supplemental indenture setting forth the terms
of such Series shall have been duly adopted, or duly executed and
delivered by the Company and the Trustee, as the case may be, then, upon
execution and delivery of such Series against payment in accordance with
the authorization of the Board of Directors (including any duly
authorized committee thereof), such regulatory approvals and the
Indenture relating to such Series, such Series of Securities will be
legally valid and binding obligations of the Company, entitled to the
benefits of the Indenture relating to such Series.
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Wisconsin Electric Power Company
November 15, 1995
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I consent to (a) the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement, and (b) the reference
made to me under or with respect to material under the captions "Legal
Opinions" and "Description of New Bonds" in the Prospectus constituting a part
of the Registration Statement.
Very truly yours,
/s/Walter T. Woelfle
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Walter T. Woelfle
Director-Legal Services Department
WTW/jmd