EXHIBIT 8.2


         OPINION OF MILLER, CANFIELD, PADDOCK AND STONE, P.L.C., WITH
              RESPECT TO MATERIAL STATE OF MICHIGAN TAX MATTERS.




                  MILLER, CANFIELD, PADDOCK AND STONE, P.L.C
                        150 West Jefferson, Suite 2500
                            Detroit, Michigan 48226


                                                           October 18, 2001


Consumers Energy Company
212 West Michigan Avenue, Suite M-1029
Jackson, MI 49201

                  Re:      Consumers Funding LLC Securitization Bonds

Ladies and Gentlemen:

         We have acted as special Michigan State tax counsel to Consumers
Funding LLC a Delaware limited liability company (the "Company"), in
connection with the Registration Statement, No. 333-47938, as amended to the
date hereof, filed on form S-3 (the "Registration Statement") with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of Securitization Bonds of the Company
to be offered from time to time as described in the prospectus (the
"Prospectus") included as part of the Registration Statement. Capitalized
terms used in this letter and not defined herein have the meanings given to
such terms in the Prospectus.

The opinion expressed below is based on the following assumptions:

         (a)      the Registration Statement will become effective;

         (b)      the proposed transactions are consummated as contemplated in
                  the Registration Statement;

         (c)      prior to the issuance of any Series or Class of
                  Securitization Bonds:

                  i.       all necessary orders, approvals and authorizations
                           for the Company's purchase from time to time of
                           Securitization Property from Consumers, in exchange
                           for the net proceeds of Securitization Bonds will
                           have been obtained by the Company;

                  ii.      the Amended and Restated Certificate of Formation
                           and the Amended and Restated Limited Liability
                           Company Agreement of the Company will have been
                           executed and delivered by an authorized
                           representative of Consumers Energy Company
                           ("Consumers") as sole member of the Company;

                  iii.     the Indenture will have been executed and delivered
                           by the Company's authorized representative and by
                           the trustee named therein;

                  iv.      the maturity dates, the bond rates, the redemption
                           provisions and the other terms of the
                           Securitization Bonds being offered will be fixed in
                           accordance with the terms of the Indenture;

                  v.       the Sale Agreement between the Company and
                           Consumers, as Seller, will have been executed and
                           delivered;

                  iv.      the Servicing Agreement between the Company and
                           Consumers, as Servicer, will have been executed and
                           delivered; and

                  vii.     the Underwriting Agreement among the Company and
                           the underwriters of the Securitization Bonds (the
                           "Underwriting Agreement") will have been executed
                           and delivered.

         (d)      the Indenture will be qualified in accordance with the
                  provisions of the Trust Indenture Act of 1939, as amended.

         In rendering our opinion, we have relied on the private letter ruling
addressed to Consumers with respect to the issuance of the Securitization
Bonds issued by the Internal Revenue Service dated November 15, 2000.

         Members of our firm are admitted to practice in the State of
Michigan, and we do not express any opinion as to the laws of any other
jurisdiction.

         Subject to the qualifications and assumptions set forth therein, we
hereby adopt and confirm to you our opinions as set forth under the headings
"Payments of Interest and Principal - Material Income Tax Considerations" and
"Material Income Tax Consequences for the Securitization Bonds - Material
State of Michigan Tax Consequences" in the Prospectus. We disclaim, however,
any undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law or interpretations
thereof. The statutory provisions, regulations and interpretations upon which
our opinion is based are subject to changes, and such changes could apply
retroactively. In addition, there can be no assurance that positions contrary
to those stated in our opinion may not be taken by the State of Michigan. We
also note that the Prospectus and the Underwriting Agreement do not relate to
a specific transaction. Accordingly, the above-referenced description of
material Michigan tax consequences may, under certain circumstances, require
modification in the context of an actual transaction.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and references to this firm under the headings
"Payments of Interest and Principal - Material Income Tax Consideration" and
"Material Income Tax Consequences for the Securitization Bonds - Material
State of Michigan Tax Consequences" in the Prospectus.



                             Very truly yours,


                             /s/ MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.