EXHIBIT 5


September 24, 2004

CMS Energy Corporation
One Energy Plaza
Jackson, MI  49201

Ladies and Gentlemen:

         I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation, (the "Company") and have acted as counsel to the Company
in connection with the Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of (i) 5,000,000 shares of the
Company's 4.50% Cumulative Convertible Preferred Stock (liquidation preference
$50.00 per share) (the "Preferred Stock") and (ii) 25,270,500 shares of the
Company's common stock (the "Common Stock"), issuable upon conversion of the
Preferred Stock, plus such indeterminate number of shares of Common Stock as may
become issuable by means of an adjustment to the conversion rate of the
Preferred Stock (collectively, the "Conversion Shares"). The Preferred Stock and
Conversion Shares are being registered for selling securityholders pursuant to
the terms of a registration rights agreement dated as of December 5, 2003
between the Company and the initial purchasers of the Preferred Stock.
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.       The Company is duly incorporated and validly existing under
                  the laws of the State of Michigan.

         2.       The Company has the corporate power and authority to authorize
                  and deliver the Preferred Stock and the Conversion Shares.

         3.       The Preferred Stock is duly authorized, validly issued, fully
                  paid and nonassessable.








         4.       The Conversion Shares have been duly authorized and, if and
                  when issued by the Company upon conversion of the Preferred
                  Stock in accordance with the terms of the Preferred Stock,
                  will be validly issued, fully paid and nonassessable.

         For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.

         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 issuance of the Preferred Stock and
the Conversion Shares.

         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 the
Company's Registration Statement relating to the resale of the Preferred Stock
and the Conversion Shares and to all references to me included in or made a part
of the Registration Statement.

                                                        Very truly yours,

                                                        /s/ Robert C. Shrosbree

                                                        Robert C. Shrosbree