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EXHIBIT 5(a)
November 12, 1998
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI 48126
Ladies and Gentlemen:
I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation ("CMS Energy" or the "Company"), and have acted as such 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 additional registration of 169,964 shares
($7,850,500) of CMS Energy Common Stock, $.01 par value ("CMS Energy Common
Stock"). The offered securities are sometimes referred to as the "Securities."
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.
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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 sell the CMS Energy Common Stock.
3. The CMS Energy Common Stock will be legally issued,
fully paid and non-assessable when: (i) the
Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii)
the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of the
CMS Energy Common Stock, as contemplated by the
Registration Statement and prospectus supplement
relating thereto; and (iii) upon delivery and
purchase, when certificates representing the CMS
Energy Common Stock shall have been duly executed,
countersigned and registered and duly delivered to
the purchasers thereof against payment of the agreed
consideration therefor.
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 sale of the Securities.
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 on Form S-3 relating to the Securities
and to all references to me included in or made a part of the Registration
Statement.
Very truly yours,
/s/ Michael D. Van Hemert
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Michael D. Van Hemert