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
December 15, 1999
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, including the Prospectus constituting a part thereof (the
"Registration Statement"), to be 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
Foley & Lardner
Alliant Energy Resources, Inc.
Alliant Energy Corporation
December 15, 1999
Page 2
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, 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 subject, in each case, to the
qualification that certain provisions thereof may be unenforceable in whole or
in part 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