EXHIBIT 5
June 15, 2000
Ameren Corporation
1901 Chouteau Avenue
St. Louis, Missouri 63103
Re: Registration Statement on Form S-3 Relating to 6,000,000 Shares of
Common Stock
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by Ameren Corporation, a Missouri corporation (the "Company"),
with the Securities and Exchange Commission on June 15, 2000 in connection with
the registration under the Securities Act of 1933, as amended, of 6,000,000
shares of the Common Stock, $0.01 par value per share (the "Common Stock"), of
the Company to be offered and sold pursuant to its DRPlus Dividend Reinvestment
and Stock Purchase Plan.
As Vice President, General Counsel and Secretary of the Company, I have
examined the Restated Articles of Incorporation and the By-laws of the Company,
each as amended to the date hereof, the records of corporate proceedings and
other actions taken by the Company in connection with the authorization,
issuance and sale of the Common Stock and such other documents and materials as
I have deemed necessary or appropriate to enable me to deliver this opinion.
Based upon the foregoing, I am of the opinion that:
Subject to (i) compliance with applicable state securities laws and (ii)
the filing and effectiveness of the Registration Statement with the Securities
and Exchange Commission, the Common Stock, when issued and sold in the manner
described in the Registration Statement, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Opinion" in the Prospectus forming a part of the Registration Statement.
Yours truly,
/s/ Steven R. Sullivan
----------------------
Steven R. Sullivan
Vice President, General Counsel and Secretary
II-6
