SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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IN THE MATTER OF
ALLIANT ENERGY CORPORATION, ET AL. CERTIFICATE
PURSUANT TO
File No. 70-9617 RULE 24
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed by
Alliant Energy Corporation ("Alliant Energy"), a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
and its wholly-owned subsidiary, Alliant Energy Resources, Inc. ("Resources"),
in connection with the transactions proposed in the Form U-1
Application-Declaration (the "Application-Declaration"), as amended, of Alliant
Energy and Resources (collectively, the "Applicants") in File No. 70-9617. These
transactions were authorized by order of the Securities and Exchange Commission
(the "Commission") dated March 16, 2000 (the "Order"). The Applicants hereby
certify the matters set forth below pursuant to Rule 24 of the rules under the
Act:
i. On March 16, 2000, in accordance with the terms and conditions of
the Order, Resources purchased 2.5 million shares of Series G Preferred Stock of
Capstone Turbine Corporation for an aggregate purchase price of $10 million.
iii. Filed herewith as Exhibit F-1 is a "past-tense" Opinion of
Counsel for the Applicants.
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this Certificate
to be signed on their behalf by the undersigned thereunto duly authorized.
ALLIANT ENERGY CORPORATION
ALLIANT ENERGY RESOURCES, INC.
By: /s/ Edward M. Gleason
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Name: Edward M. Gleason
Title: Vice President-Treasurer and
Corporate Secretary
May 2, 2000
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Exhibit F-1
May 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliant Energy Corporation ("Alliant Energy"), et al. -
Statement on Form U-1, as amended - File No. 70-9617
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Dear Ladies and Gentlemen:
I have read the Statement on Form U-1, as amended, in the
above-referenced proceeding (the "Application") and am furnishing this opinion
with respect to the proposed transaction described therein, which relates to the
purchase by Alliant Energy Resources, Inc. ("Resources"), directly or through a
subsidiary, of up to 5 million shares of the Series G Senior Preferred Stock
("Preferred Stock") of Capstone Turbine Corporation ("Capstone"), a California
corporation. I have also read the order of the Commission, dated March 16, 2000,
approving said transaction. On March 16, 2000, in accordance with the terms and
conditions of the order, Resources purchased 2.5 million shares of Preferred
Stock for an aggregate consideration of $10 million.
I am of the opinion that proposed transaction has been consummated in
accordance with the Application and your order. Further, I am of the opinion
that:
(a) all state laws applicable to the proposed transaction have
been complied with;
(b) Capstone is (i) validly organized and duly existing, and
(ii) the Preferred Stock was validly issued, fully paid, and
nonassessable, and Resources is entitled to all of the
rights and privileges of a holder of Preferred Stock as set
forth in Capstone's amended and restated articles of
incorporation;
(c) Resources legally acquired the Preferred Stock; and
(d) the consummation of the proposed transaction did not violate
the legal rights of the holders of any securities issued by
Alliant Energy or any associate company thereof.
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I am an attorney licensed to practice in the State of Wisconsin and
have acted as counsel to Alliant Energy and Resources in connection with the
proposed transaction. I express no opinion with respect to the laws of any other
State or jurisdiction.
Very truly yours,
/s/ Barbara J. Swan
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