Exhibits 5 and 8
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Lawrence J. Gagnon, Esq.
lgagnon@arenet.net
3061 Commerce Dr., Suite 1
Fort Gratiot, MI 48059
(810) 385-6240
Fax: (810) 385-7446
March 7, 2003
SEMCO Energy, Inc.
28470 13 Mile Road
Suite 300
Farmington Hills, MI 48334
SEMCO Energy, Inc., a Michigan corporation (the "Company"), is about to
file with the Securities and Exchange Commission, under Securities Act of 1933,
as amended, a Registration Statement, Form S-3, registering 2,000,000 shares of
Common Stock, $1 par value (the "Common Stock") to be issued and sold pursuant
to a Direct Stock Purchase and Dividend Reinvestment Plan ("the Plan"). Such
Registration Statement is hereinafter referred to as the "Registration
Statement" and the Prospectus which is a part of the Registration Statement is
hereinafter referred to as the "Prospectus".
I have examined the Registration Statement and have reviewed statements and
information from officers and representatives of the Company and have made such
other investigations of fact and law as I have deemed necessary as a basis for
the opinions hereafter expressed.
As counsel for the Company in this matter, it is my opinion that:
1. The Company is a corporation validly organized and existing under the
laws of the State of Michigan with corporate power to carry out its business as
described in the Prospectus.
2. When the Registration Statement has become effective, any applicable
state security law has been complied with, and the Common Stock has been issued
and sold as contemplated in the Registration Statement and in the Prospectus,
the Common Stock will be legally issued, fully paid and non-assessable.
3. The statements made in the Registration Statement under the heading
"Federal Income Tax Matters" are correct.
This opinion does not address the necessity, if any, for any person
involved in the administration or effectuation of the Plan, including the sale
of Common Stock pursuant to the Plan, to register or otherwise qualify as a
broker, dealer, salesman, agent and/or other entity pursuant to the requirements
of any federal or state law (including without limitation state blue-sky laws,
the Securities Act of 1933 and the Securities Exchange Act of 1934). To the
extent that such registration or other qualification affects the validity of
this opinion, this opinion is contingent on the proper and timely perfection of
such registration or qualification. Defined terms used herein, but not defined
herein, have the meaning given to them in the Registration Statement and
Prospectus.
I hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
Sincerely,
Lawrence J. Gagnon
LJG:sla