F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
July 11, 1996
WPL Holdings, Inc.
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for WPL Holdings, Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of a Joint
Registration Statement on Form S-4, including the Joint Proxy
Statement/Prospectus constituting a part thereof (the "Registration Statement"),
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to up to 42,798,875 shares
of common stock, $.01 par value, of the Company (the "Common Stock") and the
associated rights to purchase shares of Common Stock accompanying each share of
Common Stock (the "Rights") which are proposed to be issued by the Company in
connection with the mergers (the "Mergers") contemplated by that certain
Agreement and Plan of Merger, dated as of November 10, 1995, as amended (the
"Merger Agreement"), by and among the Company, IES Industries Inc., an Iowa
corporation, Interstate Power Company, a Delaware corporation ("IPC"), WPLH
Acquisition Co., a Wisconsin corporation and a wholly-owned subsidiary of the
Company ("Acquisition"), and Interstate Power Company, a Wisconsin corporation
and a wholly-owned subsidiary of IPC. The terms of the Rights are as set forth
in that certain Rights Agreement, dated as of February 22, 1989, by and between
the Company and Morgan Shareholder Services Trust Company (the "Rights
Agreement").
In connection with our representation, we have examined: (a) the
Registration Statement, including the Joint Proxy Statement/Prospectus; (b) the
Restated Articles of Incorporation and By-Laws of the Company, as amended to
date; (c) the terms of a proposed amendment to the Restated Articles of
Incorporation of the Company providing for an increase in the number of shares
of Common Stock authorized for issuance from 100,000,000 to 200,000,000 (the
"Common Stock Amendment"); (d) the Rights Agreement; (e) the Merger Agreement;
and (f) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
WPL Holdings, Inc.
July 11, 1996
Page 2
Based upon the foregoing and subject to the qualifications set forth
herein, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of
the State of Wisconsin.
2. Subject to approval of the Merger Agreement (including the
transactions contemplated thereby) and the Common Stock Amendment by the
shareholders of the Company, as well as the filing of Articles of Amendment
in Wisconsin reflecting the Common Stock Amendment in substantially the form
as filed as an exhibit to the Registration Statement, the shares of Common
Stock subject to issuance in the Mergers, when issued pursuant to the
provisions of the Merger Agreement and in the manner as contemplated in the
Registration Statement, will be validly issued, fully paid and nonassessable,
except with respect to wage claims of, or other debts owing to, employees of
the Company, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law and judicial interpretations thereof.
3. The Rights when issued pursuant to the terms of the Rights
Agreement will be validly issued.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Joint Proxy Statement/Prospectus which is to be filed as
part of the Registration Statement, and to the filing of this opinion as an
exhibit to such Registration Statement.
Very truly yours,
FOLEY & LARDNER