EXHIBIT F
ON LETTERHEAD OF BARBARA J. SWAN, ESQUIRE
July 31, 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. 70-9695)
Dear Sirs:
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 subsidiary, Wisconsin Power and Light Company ("WPL," and,
together with Alliant Energy, the "Applicants"). I have acted as counsel for
Alliant Energy and WPL in connection with the Application.
In the Application, the Applicants request authority to: (i) acquire, for a
nominal consideration not to exceed $125,000, a membership interest in American
Transmission Company LLC (the "Transco"), a for-profit single purpose
transmission company; and (ii) acquire, for a nominal consideration not to
exceed $125,000, 100 shares of ATC Management Co. (the "Manager"), which will
each have a par value of $1.00. Alliant Energy is also seeking authority to
guaranty the Transco's payment obligations under a credit agreement, and to
enter into a reimbursement agreement with 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 and WPL, certificates of public officials and
officers of Alliant Energy and WPL, 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.
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:
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(a) all state laws applicable to the proposed transactions will have been
complied with;
(b) (i) the Transco is validly organized and duly existing, and (ii) the
membership interests of the Transco to be acquired by WPL will be
validly issued, fully paid and nonassessable, and WPL will be entitled
to all of the rights and privileges of a member of the Transco as set
forth in the Transco's articles of organization and operating
agreement;
(c) (i) the Manager is validly organized and duly existing, and (ii) the
shares of the Manger to be acquired by WPL will be validly issued,
fully paid and nonassessable and WPL will be entitled to all of the
rights and privileges appertaining thereto set forth in the articles
of incorporation and by-laws of the Manager.
(d) WPL will legally acquire the membership interests of the Transco and
the common stock of the Manager; and
(e) the consummation of the proposed transactions will not violate the
legal rights of the holders or any securities issued by Alliant
Energy, WPL 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 and WPL 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,
/s/ Barbara J. Swan
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