EXHIBIT F-1
[ON LETTERHEAD OF BARBARA J. SWAN, ESQUIRE]
December 26, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: ALLIANT ENERGY CORPORATION, ET AL.
FORM U-1 APPLICATION/DECLARATION
(FILE NO. 70-9735)
Ladies and Gentlemen:
I refer to the Form U-1 Application/Declaration, as amended (the
"Application"), under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed jointly with the Securities and Exchange Commission (the
"Commission") by Alliant Energy Corporation ("Alliant Energy") and its
wholly-owned, utility subsidiaries, Wisconsin Power and Light Company ("WPL")
and South Beloit Water, Gas & Electric Company ("South Beloit"), and its
subsidiaries, American Transmission Company LLC (the "Transco") and ATC
Management Inc. (the "Corporate Manager") (collectively, the "Applicants"). I
have acted as counsel for Alliant Energy, WPL and South Beloit (collectively,
the "Alliant Energy Applicants") in connection with the Application.
In the Application, the Applicants request authority for, among other
things: (i) WPL and South Beloit to transfer certain transmission assets to the
Transco; (ii) WPL and South Beloit to receive Transco member units in exchange
for such assets; (iii) the purchase by WPL, South Beloit and other utilities of
Corporate Manager shares; (iv) acquisition by the Transco of the transmission
assets of other utilities in exchange for member units; and (v) the acquisition
by WPL of all of the member units of a separate wholly-owned limited liability
company ("NewCo") created to effect the transfer of WPL's transmission assets to
the Transco.
In connection with this opinion, I have examined original, certified or
conformed copies of all such corporate records, agreements, instruments and
documents of Alliant Energy, WPL and South Beloit, certificates of public
officials and officers of Alliant Energy, WPL and South Beloit, and have made
such other investigations as I have deemed necessary or appropriate for the
purpose of rendering this opinion. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity to originals of all documents submitted to me as
conformed copies.
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I am of the opinion that, upon the issuance of your order or orders in this
proceeding granting or permitting the Application to become effective with
respect to such proposed transactions, and in the event that the proposed
transactions are consummated in accordance with said Application and your order
or orders in respect thereto:
(a) all state laws applicable to the proposed transactions will have been
complied with;
(b) (i) NewCo is validly organized and duly existing, and (ii) the
membership interests of NewCo will be validly issued, and the holders
thereof will be entitled to all of the rights and privileges of a
member of NewCo as set forth in NewCo's articles of organization and
operating agreement;
(c) WPL and South Beloit will legally acquire the membership interests of
the Transco and the shares of the Corporate Manager; and
(d) the consummation of the proposed transactions will not violate the
legal rights of the holders or any securities issued by Alliant
Energy, WPL, South Beloit or any associate company thereof.
I am an attorney licensed to practice in the State of Wisconsin and have
acted as counsel to Alliant Energy, WPL and South Beloit in connection with the
proposed transactions. I express no opinion with respect to the laws of any
other State or jurisdiction.
I hereby consent to the use of this opinion in connection with the
Application.
Sincerely,
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