FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
031613/0127
November 30, 2000
Alliant Energy Corporation
222 West Washington Avenue
Madison, Wisconsin 53703
Ladies and Gentlemen:
We have acted as counsel for Alliant Energy Corporation, a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to (i) 400,000 shares of
the Company's common stock, $.01 par value (the "Common Stock"); (ii) related
Common Share Purchase Rights (the "Rights"); and (iii) $16,000,000 of Deferred
Compensation Obligations (the "Obligations") which may be acquired or issued
under the Alliant Energy Corporation Deferred Compensation Plan for Directors
and the Alliant Energy Key Employee Deferred Compensation Plan (together, the
"Plans"). The terms of the Rights are as set forth in that certain Rights
Agreement, dated as of January 20, 1999, by and between the Company and Firstar
Bank, N.A. (the "Rights Agreement").
In connection with our opinion as set forth below, we have examined:
(i) the Plans; (ii) signed copies of the Registration Statement; (iii) the
Rights Agreement; (iv) the Company's Restated Articles of Incorporation and
By-Laws, as amended to date; (v) corporate resolutions relating to the Plans;
and (vi) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion. In connection with the foregoing,
we have been advised that shares of Common Stock and the accompanying Rights
subject to delivery under the Plans will be acquired pursuant to open market
purchases and will not be originally issued by the Company.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
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FOLEY & Lardner
Alliant Energy Corporation
November 30, 2000
Page 2
2. The Obligations subject to the Registration Statement, when issued
pursuant to the terms of the Plans, will be validly issued and binding
obligations as contemplated by the Plans.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act, or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ FOLEY & LARDNER
FOLEY & Lardner
