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                                        Exhibit (5)-2


                                        November 2, 1995


Consumers Power Company Financing I
c/o Consumers Power Company
212 West Michigan Avenue
Jackson, Michigan 49201

          Re:  Consumers Power Company Financing I
               ___% Trust Originated
               Preferred Securities ("TOPrS")


Ladies and Gentlemen:

         I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Consumers Power Company (the "Company") and
Consumers Power Company Financing I (the "Trust") with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended    
(the "Securities Act"), relating to the registration of (i) not to exceed
$100,000,000 of __% Trust Originated Preferred Securities ($25 liquidation
amount) (the "Preferred Securities") of the Trust, (ii) the guarantee of the
Preferred Securities by the Company (the "Preferred Securities Guarantee") and
(iii) % Subordinated Debt Securities (the "Debt Securities") of the Company.
The Preferred Securities Guarantee is to be issued pursuant to the Preferred
Securities Guarantee Agreement (the "Preferred Securities Guarantee Agreement")
to be entered into among the Company and The Bank of New York, as trustee (the
"Agreement Trustee").  The Debt Securities are to be issued under an Indenture
to be entered into among the Company and The Bank of New York, as trustee (the
"Indenture Trustee"), and a supplemental indenture thereto (collectively, the
"Indenture").  I am familiar with the proceedings to date with respect to the
proposed execution and delivery of the Preferred Securities Guarantee and the
proposed issuance and sale of the Debt Securities and have examined such
records, documents and questions of law, and satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for
this opinion.

         Based on the foregoing, I am of the opinion that:

         1.      The Company is duly incorporated and validly existing under
the laws of the State of Michigan.

         2.      The Company has corporate power and authority to execute and
deliver the Preferred Securities Guarantee Agreement and the Indenture and to
authorize and sell the Debt Securities.
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         3.      The Preferred Securities Guarantee will be a legally issued
and binding obligation of the Company (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, shall have
become effective under the Securities Act; (ii) the Preferred Securities
Guarantee Agreement shall have been qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and duly executed and delivered
by the Company and the Agreement Trustee; (iii) the Preferred Securities shall
have been legally issued, as contemplated by paragraph 4 below; and (iv) the
Preferred Securities Guarantees shall have been duly executed and delivered as
provided in the Preferred Securities Guarantee Agreement.

         4.      The Debt Securities will be legally issued and binding
obligations of the Company (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, shall have become effective
under the Securities Act; (ii) the Indenture shall have been qualified under
the Trust Indenture Act and duly executed and delivered by the Company and the
Indenture Trustee; (iii) the Company's Board of Directors or duly authorized
officers of the Company shall have duly adopted final resolutions authorizing
the issuance and sale of the Debt Securities, as contemplated by the
Registration Statement and the Indenture; and (iv) the Debt Securities shall
have been duly executed and authenticated as provided in the Indenture and
shall have been duly delivered to the purchasers thereof against payment of the
agreed consideration therefor.

         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 execution and delivery of the
Preferred Securities Guarantee or the sale of the Debt Securities.

         I am a member of the bar of the State of Michigan and I express no
opinion as to the law of any jurisdiction other than the State of Michigan and,
to the extent pertinent, the federal law of the United States of America.  I
note that the rights, duties and obligations of the Indenture Trustee under the
Indenture are stated to be governed and construed in accordance with the laws
of the State of New York.  However, for purposes of paragraph 4 above, I have
assumed that the Indenture, as to the rights, duties and obligations of the
Indenture Trustee, is stated to be governed by the laws of the State of
Michigan.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me included in or made a part of
the Registration Statement.

Very truly yours,


/s/ Denise M. Sturdy