EXHIBIT 5
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AMEREN CORPORATION One Ameren Plaza
1901 Chouteau Avenue
STEVEN R. SULLIVAN PO Box 66149, MC 1300
Senior Vice President, St. Louis, MO 63166-6149
General Counsel & Secretary 314.554.2098
314.554.4014 fax
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August 10, 2005
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Ameren Corporation,
a Missouri corporation (the "Company"). The Company will file on or about the
date hereof with the Securities and Exchange Commission (the "Commission) a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of 200,000 shares of the Company's common stock, $.01 par value (the "Common
Stock"), including the preferred share purchase rights (the "Rights") attached
thereto (the Common Stock and the Rights herein collectively referred to as the
"Shares"), in connection with the Ameren Corporation Employee Long-Term Savings
Plan - IBEW No. 702. This opinion is given with respect to the Shares to the
extent they are newly-issued shares of Common Stock.
In so acting, I have reviewed originals (or copies certified or otherwise
identified to my satisfaction) of the Registration Statement (including the
exhibits thereto), the Restated Articles of Incorporation and By-laws of the
Company as in effect on the date hereof, corporate and other documents, records
and papers and certificates of public officials. In this examination, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as original documents and conformity to original documents of
all documents submitted to me as copies.
On the basis of such review and assuming that (i) the applicable provisions of
the Securities Act and the securities or "blue sky" laws of various states shall
have been complied with, (ii) appropriate resolutions have been adopted by the
Board of Directors of the Company (or a duly appointed committee or
representative thereof), (iii) the Shares have been issued and delivered upon
the terms specified in such resolutions and in any required orders of the
Commission or other applicable regulatory approvals and (iv) the Rights shall
have been issued in accordance with the terms of the Rights Agreement, dated as
of October 9, 1998 ("Rights Agreement"), between the Company and EquiServe Trust
Company, N.A., as Rights Agent, I am of the opinion that when the Common Stock
has been issued and delivered on the terms and conditions set forth in the
Registration Statement, and for the consideration contemplated by the
Registration Statement, the Common Stock will be duly authorized, validly
issued, fully paid and nonassessable and the Rights will have been validly
issued.
The opinion set forth above with respect to the Rights is limited to the valid
issuance of the Rights under the corporation laws of the State of Missouri. In
this connection, I have not been asked to express, and accordingly do not
express, any opinion herein with respect to any other aspect of the Rights, the
effect of any equitable principles or fiduciary considerations relating to the
adoption of the Rights Agreement or the issuance of the Rights or the
enforceability of any particular provision of the Rights Agreement.
I am a member of the State Bar of Missouri and this opinion is limited to the
laws of the State of Missouri and the federal laws of the United States insofar
as they bear on the matters covered hereby.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Steven R. Sullivan