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FOLEY & LARDNER
777 East Wisconsin Avenue, Suite 3800
Milwaukee, Wisconsin 53202-5306
414.271.2400 TEL
August 25, 2003 414.297.4900 FAX
www.foleylardner.com
CLIENT/MATTER NUMBER
026162-0101
Interstate Power and Light Company
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 under the Securities Act of 1933, as amended
(the "Securities Act"), and relating to the issuance and sale by the Company of
up to $100,000,000 aggregate principal amount of senior unsecured debt
securities (the "Debentures") in the manner set forth in the Registration
Statement. The Debentures will be issued under the Indenture, dated as of August
20, 2003 (the "Indenture"), between the Company and Bank One Trust Company,
National Association, as Trustee, and an officers' certificate (the "Officers'
Certificate") providing for the issuance of the Debentures.
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 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.
2. The Debentures, when executed, authenticated and issued in accordance
with the resolutions adopted by the Board of Directors of the Company on August
20, 2003 and in the manner and for the consideration contemplated by the
Registration Statement and the Prospectus, will be legally issued and valid and
binding obligations of the Company enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy or other applicable
laws affecting the enforcement of creditors' rights generally or the application
of equitable
Interstate Power and Light Company
August 25, 2003
Page 2
principles; provided, that prior to the issuance of the Debentures there shall
be taken various proceedings in the manner contemplated by us as counsel, which
include the following:
a. The completion of the requisite procedure under the applicable
provisions of the Securities Act and the Trust Indenture Act of 1939, as
amended;
b. The completion of the requisite procedure relating to the
authorization by the Illinois Commerce Commission of the issuance and sale
of the Debentures and the compliance by the Company with such authorization
as well as compliance with the other regulatory authorizations relating to
the issuance and sale of the Debentures;
c. The further authorization by one or more specified senior executive
officers of the Company of the Officers' Certificate relating to the
Debentures, issuance of the Debentures and related matters; and
d. The execution and delivery of the Officers' Certificate and the
taking of other actions provided in the Indenture with respect to the
issuance of unsecured debt securities thereunder.
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