EXHIBIT 5
[CMS ENERGY LOGO]
December 15, 2003
Consumers Energy Company
One Energy Plaza
Jackson, MI 49201
Ladies and Gentlemen:
I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation, and have acted as special counsel to Consumers Energy
Company ("Consumers") in connection with the Registration Statement on Form S-4
(the "Registration Statement") being filed by Consumers with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of $1.275 billion
of 4.25% First Mortgage Bonds due 2008, Series C; 5.375% First Mortgage Bonds
due 2013, Series D; 4.00% First Mortgage Bonds due 2010, Series F; 4.80% First
Mortgage Bonds due 2009, Series H; and 6.00% First Mortgage Bonds due 2014,
Series J (the "new bonds") to be issued under the Indenture dated as of
September 1, 1945, between Consumers and JPMorgan Chase Bank (ultimate successor
to City Bank Farmers Trust Company) (the "Trustee"), as supplemented
(collectively, the "Indenture"). The new bonds are being exchanged for all of
the outstanding 4.25% First Mortgage Bonds due 2008, Series A; 5.375% First
Mortgage Bonds due 2013, Series B; 4.00% First Mortgage Bonds due 2010, Series
E; 4.80% First Mortgage Bonds due 2009, Series G; and 6.00% First Mortgage Bonds
due 2014, Series I (the "old bonds") pursuant to an Exchange Offer. Capitalized
terms not otherwise defined herein have the respective meanings specified in the
Registration Statement.
In rendering this opinion, I have examined and relied upon a copy of
the Registration Statement. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.
Based on the foregoing it is my opinion that:
1. Consumers is duly incorporated and validly existing under the
laws of the State of Michigan.
2. Consumers has the corporate power and authority to authorize
and deliver the new bonds pursuant to the Indenture.
3. The new bonds will be legally issued and binding obligations
of Consumers (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws
affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity, regardless of
whether enforceability is considered in a proceeding in equity
or at law) when (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments
shall have become effective under the Securities Act, and the
Indenture shall have been qualified under the Trust Indenture
Act of 1939, as amended; (ii) an appropriate prospectus with
respect to the new bonds shall have been filed with the
Commission pursuant to Rule 424 under the Securities Act; and
(iii) the new bonds shall be duly authenticated by the Trustee
and the new bonds shall have been delivered to those holders
of old bonds in exchange for such old bonds pursuant to the
Exchange Offer.
For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to Consumers and that such laws will be
the only laws applicable to Consumers.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the exchange of the new bonds for the old
bonds.
I am a member of the bar of the State of Michigan and I express no
opinion as to the laws of any jurisdiction other than the State of Michigan and
the federal law of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to
Consumers's Registration Statement relating to the new bonds and to all
references to me included in or made a part of the Registration Statement.
Very truly yours,
/s/ Robert C. Shrosbree
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Robert C. Shrosbree