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EXHIBIT 5
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
February 11, 2000
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
Guarantor"), in connection with the preparation of a Registration Statement on
Form S-4 (Registration No. 333-92859), including the Prospectus constituting a
part thereof (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an offer to exchange (the "Exchange Offer") the
Company's new 7 3/8% Senior Notes due 2009 (the "New Senior Notes") for an equal
principal amount of the Company's outstanding 7 3/8% Senior Notes due 2009 (the
"Existing Senior Notes"). The New Senior Notes will be fully and unconditionally
guaranteed (the "New Senior Note Guarantees") by the Parent Guarantor.
The Existing Senior Notes were issued, and the New Senior
Notes will be issued, pursuant to an Indenture, dated as of November 4, 1999
(the "Indenture"), among the Company, the Parent Guarantor and Firstar Bank,
N.A., as Trustee (the "Trustee"), as supplemented and amended by the First
Supplemental Indenture, dated as of November 4, 1999 (the "Supplemental
Indenture"), among the Company, the Parent Guarantor and the Trustee.
In connection with our opinion, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the Indenture and the
Supplemental Indenture (included as Exhibits 4.1 and 4.2, respectively, to the
Registration Statement); (c) the form of the New Senior Notes and the New Senior
Note Guarantees (included as Exhibit 4.3 to the Registration Statement); 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, assuming that the Indenture and the
Supplemental Indenture have been duly authorized, executed and delivered by, and
represent 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 and the Supplemental
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 New Senior Notes, when duly executed and delivered by or on behalf of the
Company in the form contemplated by the Indenture and the Supplemental Indenture
upon the terms set forth in the Exchange Offer and authenticated by the Trustee,
will be legally issued and valid and binding obligations of the Company
enforceable in accordance with their terms; and
2. The New Senior Note Guarantees, when duly executed and delivered by or on
behalf of the Parent Guarantor in the form contemplated by the Indenture and the
Supplemental Indenture upon the terms set forth in the Exchange Offer, will be
legally issued and valid and binding obligations of the Parent Guarantor
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 New Senior
Notes or the New Note Senior 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