FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
July 23, 2001
Alliant Energy Resources, Inc.
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for Alliant Energy Resources, Inc., a Wisconsin
corporation (the Company"), and Alliant Energy Corporation, a Wisconsin
corporation and the parent corporation of the Company (the "Parent"), in
connection with the preparation and filing with the Securities and Exchange
Commission of a Registration Statement on Form S-3, including the Prospectus
constituting a part thereof (the "Registration Statement"), under the Securities
Act of 1933, as amended (the "Securities Act"), relating to $259,026,814
aggregate principal amount of the Company's Exchangeable Senior Notes due 2030
(the "PHONES") to be sold by certain selling security holders listed in the
Registration Statement. The PHONES were issued in a private placement pursuant
to Section 4(2) and Rule 144A under the Securities Act and were issued pursuant
to an Indenture, dated as of November 4, 1999, as supplemented and amended by
the First Supplemental Indenture, dated as of November 4, 1999, and by the
Second Supplemental Indenture dated February 1, 2000 (collectively, the
"Indenture"), between the Company, the Parent and Firstar Bank, N.A., as trustee
and paying agent (the "Trustee"). The PHONES are fully and unconditionally
guaranteed (the "PHONES Guarantees") by the Parent.
In connection with our opinion, we have examined: (a) the Registration
Statement, including the Prospectus; (b) the Indenture; (c) the form of the
PHONES; and (d) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
In our examination of the above referenced documents, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.
Foley & Lardner
Alliant Energy Resources, Inc.
Alliant Energy Corporation
July 23, 2001
Page 2
Based upon the foregoing, assuming that the Indenture has been duly
authorized, executed and delivered by, and represents the valid and binding
obligation of, the Trustee, and when the Registration Statement, including any
amendments thereto, shall have become effective under the Securities Act and the
Indenture shall have been duly qualified under the Trust Indenture Act of 1939,
as amended, and having regard for such legal considerations as we deem relevant,
we are of the opinion that:
1. The Company and the Parent are each validly existing corporations under
the laws of the State of Wisconsin;
2. The PHONES are legally issued and valid and binding obligations of the
Company enforceable in accordance with their terms; and
3. The PHONES Guarantees are valid and binding obligations of the Parent
enforceable in accordance with their terms;
except, in each case, (a) as enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other comparable
laws affecting the enforcement of creditors' rights generally or the application
of equitable principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (b) as enforcement of certain
provisions thereof (specifically, provisions prohibiting waivers or
modifications by conduct of the parties or requiring waivers and modifications
to be in writing, obligations to pay attorneys' fees and other costs and
expenses that are not reasonable, and rights to indemnification against the
consequences of a party's own misconduct or to the extent deemed to be against
public policy) may be limited under the laws of the State of Wisconsin, but the
inclusion of such provisions does not affect the validity of the PHONES or the
PHONES Guarantees and each of them contain legally adequate provisions for the
realization of the principal legal rights and benefits afforded thereby.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus which is filed as part of the Registration Statement,
and to the filing of this opinion as an exhibit to such Registration Statement.
In giving this consent, we do not admit that we are "experts" within the meaning
of Section 11 of the Securities Act or within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER