[GRAPHIC OMITTED] FOLEY & LARDNER
777 East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foleylardner.com
April 1, 2003
CLIENT/MATTER NUMBER
026162-0104
Interstate Power and Light Company EXHIBIT 5
Alliant Energy Tower
200 First Street, SE
Cedar Rapids, Iowa 52401
Ladies and Gentlemen:
We have acted as counsel for Interstate Power and Light Company, an Iowa
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), including the
Prospectus constituting a part thereof (the "Prospectus"), to be filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Securities Act"), relating to the issuance and sale by the
Company from time to time of up to $150,000,000 aggregate amount of (i)
preferred stock, $.01 par value, of the Company (the "Preferred Stock"); (ii)
senior unsecured debt securities (the "Debt Securities") to be issued under the
Indenture, dated as of August 1, 1997 (the "1997 Indenture"), between the
Company and Bank One Trust Company, National Association ("Bank One Trust"), as
supplemented and amended; and (iii) collateral trust bonds (the "Collateral
Trust Bonds") to be issued under the Indenture, dated as of September 1, 1993
(the "1993 Indenture"), between the Company and Bank One Trust, as supplemented
and amended. The Prospectus provides that it will be supplemented in the future
by one or more supplements to such Prospectus (each, a "Prospectus Supplement").
As counsel to the Company in connection with the proposed issue and sale of
the above-referenced securities, we have examined: (a) the Registration
Statement, including the Prospectus, and the exhibits (including those
incorporated by reference) constituting a part of the Registration Statement;
(b) the Company's Restated Articles of Incorporation and Bylaws, each as amended
to date; (c) the 1997 Indenture and the 1993 Indenture; 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.
Based upon the foregoing, we are of the opinion that:
1. The Company is validly existing as a corporation under the laws of the
State of Iowa.
BRUSSELS DETROIT MILWAUKEE SAN DIEGO TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN DIEGO/DEL MAR WASHINGTON, D.C.
DENVER LOS ANGELES SACRAMENTO SAN FRANCISCO WEST PALM BEACH
MADISON TALLAHASSEE
Interstate Power and Light Company
April 1, 2003
Page 2
2. All requisite action necessary to make any shares of Preferred Stock
validly issued, fully paid and nonassessable will have been taken when:
a. An order of the SEC pursuant to the Public Utility Holding Company
Act of 1935, as amended ("PUHCA"), relating to the issuance of the
Preferred Stock shall be and remain effective and the Company shall have
complied with the terms and conditions of such order;
b. An order of the Minnesota Public Utilities Commission (the "MPUC")
relating to the issuance of the Preferred Stock shall be and remain
effective and the Company shall have complied with the terms and conditions
of such order;
c. An order of the Illinois Commerce Commission (the "ICC") relating
to the issuance of the Preferred Stock shall be and remain effective and
the Company shall have complied with the terms and conditions of such
order;
d. The Company's Board of Directors, or a duly appointed and
authorized committee thereof, shall have adopted appropriate resolutions to
establish the preferences, limitations, relative rights and other terms of
such shares as set forth in or contemplated by the Registration Statement,
the exhibits thereto and any Prospectus Supplement relating to the
Preferred Stock, and to authorize the issuance and sale of such shares of
Preferred Stock;
e. Articles of Amendment to the Company's Restated Articles of
Incorporation with respect to the preferences, limitations, relative rights
and other terms of such shares shall have been filed with the Secretary of
State of the State of Iowa in the form and manner required by law; and
f. Such shares of Preferred Stock shall have been issued and sold for
the consideration contemplated by, and otherwise in conformity with, the
Registration Statement, as supplemented by a Prospectus Supplement with
respect to such issuance and sale, and the acts, proceedings and documents
referred to above.
3. All requisite action necessary to make any Debt Securities valid,
legal and binding obligations of the Company, subject to (i) bankruptcy,
insolvency, reorganization, fraudulent transfer, fraudulent conveyance,
moratorium and other similar laws of general application affecting the rights
and remedies of creditors and (ii) general principles of equity, regardless of
whether applied in a proceeding in equity or at law, shall have been taken when:
a. An order of the SEC pursuant to PUHCA relating to the issuance of
the Debt Securities shall be and remain effective and the Company shall
have complied with the terms and conditions of such order;
b. An order of the MPUC relating to the issuance of the Debt
Securities shall be and remain effective and the Company shall have
complied with the terms and conditions of such order;
Interstate Power and Light Company
April 1, 2003
Page 3
c. An order of the ICC relating to the issuance of the Debt
Securities shall be and remain effective and the Company shall have
complied with the terms and conditions of such order;
d. The Company's Board of Directors, or one or more officers duly
authorized thereby, shall have taken such action to establish the terms of
such Debt Securities and to authorize the issuance and sale of such Debt
Securities;
e. Such Debt Securities shall have been duly executed, authenticated
and delivered in accordance with the terms and provisions of the 1997
Indenture; and
f. Such Debt Securities shall have been issued and sold for the
consideration contemplated by, and otherwise in conformity with, the
Registration Statement, as supplemented by a Prospectus Supplement with
respect to such issuance and sale, and the acts, proceedings and documents
referred to above.
4. All requisite action necessary to make any Collateral Trust Bonds
valid, legal and binding obligations of the Company, subject to (i) bankruptcy,
insolvency, reorganization, fraudulent transfer, fraudulent conveyance,
moratorium and other similar laws of general application affecting the rights
and remedies of creditors and (ii) general principles of equity, regardless of
whether applied in a proceeding in equity or at law, shall have been taken when:
a. An order of the SEC pursuant to PUHCA relating to the issuance of
the Collateral Trust Bonds shall be and remain effective and the Company
shall have complied with the terms and conditions of such order;
b. An order of the MPUC relating to the issuance of the Collateral
Trust Bonds shall be and remain effective and the Company shall have
complied with the terms and conditions of such order;
c. An order of the ICC relating to the issuance of the Collateral
Trust Bonds shall be and remain effective and the Company shall have
complied with the terms and conditions of such order;
d. The Company's Board of Directors, or one or more officers duly
authorized thereby, shall have taken such action to establish the terms of
such Collateral Trust Bonds and to authorize the issuance and sale of such
Collateral Trust Bonds;
e. Such Collateral Trust Bonds shall have been duly executed,
authenticated and delivered in accordance with the terms and provisions of
the 1993 Indenture; and
f. Such Collateral Trust Bonds shall have been issued and sold for
the consideration contemplated by, and otherwise in conformity with, the
Registration Statement, as supplemented by a Prospectus Supplement with
respect to such issuance and sale, and the acts, proceedings and documents
referred to above.
Interstate Power and Light Company
April 1, 2003
Page 4
We are qualified to practice law in the State of Wisconsin and we do not
purport to be experts on the law other than that of the State of Wisconsin and
the federal laws of the United States of America. We express no opinion as to
the laws of any jurisdiction other than the State of Wisconsin and the federal
laws of the United States. To the extent matters covered by our opinion are
governed by the laws of a jurisdiction other than the State of Wisconsin, we
have assumed, without independent investigation, that the applicable laws of
such jurisdiction are identical in all relevant respects to the substantive laws
of the State of Wisconsin.
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 the 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