Exhibit 5.1



                                Sidley & Austin
                            One First National Plaza
                            Chicago, Illinois  60603


                                 April 22, 1994



Iowa-Illinois Gas and Electric Company
206 East Second
Davenport, Iowa  52801

     Re:  2,000,000 Common Shares
          -----------------------

Ladies and Gentlemen:

     We refer to (i) the proposed issuance and sale by you (the "Company") of up
to 2,000,000 of the Company's authorized but unissued Common Shares, $1.00 par
value (the "Common Shares"), pursuant to the Company's Dividend Reinvestment and
Share Purchase Plan (the "Plan") and (ii) the Registration Statement on Form S-3
(the "Registration Statement") being filed by you with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to such issuance and sale.

     We are familiar with the proceedings to date with respect to the proposed
issuance and sale of the Common Shares and have examined such records, documents
and questions of law, and satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion.

     Based on the foregoing, we are of the opinion that:

     1.  The Company is a corporation duly organized and existing under the laws
of the State of Illinois.

     2.  The Common Shares will be legally issued, fully paid and non-assessable
when (i) the Registration Statement shall have become effective under the
Securities Act and (ii) certificates representing the Common Shares shall have
been duly executed, countersigned and registered and duly delivered upon payment
of the consideration therefor pursuant to the Plan.

Iowa-Illinois Gas and Electric Company
April 22, 1994
Page 2
 
     We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport herein to cover, the application of the securities
or blue sky laws of the various states or the District of Columbia to the sale
of the Common Shares.  In addition, in rendering the opinion expressed in
Paragraph 2, we do not purport to cover and are not expressing any opinion with
respect to the applicability to the Company or the proposed issuance and sale of
the Common Shares of the provisions of the Public Utility Holding Company Act of
1935, as amended, or the Investment Company Act of 1940, as amended, each of
such Acts being the subject of an opinion of even date herewith of Brent E.
Gale, Esq., General Counsel of the Company.

     This opinion is limited to the laws of the United States of America (except
as noted above) and the State of Illinois.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.


                                                     Very truly yours,


                                                     /s/ Sidley & Austin