EXHIBIT F
[ON LETTERHEAD OF BARBARA J. SWAN, ESQUIRE]
November 16, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
RE: IES UTILITIES INC. - FORM U-1 APPLICATION/DECLARATION
(FILE NO. 70-9375) (POST-EFFECTIVE AMENDMENT)
Dear Sirs:
I refer to the Post-Effective Amendment to the Form U-1
Application/Declaration (the "Application"), under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), filed with the Securities and
Exchange Commission (the "Commission") by IES Utilities Inc. ("IES"), a
wholly-owned subsidiary of Alliant Energy Corporation, a registered holding
company. I have acted as counsel for IES in connection with the Application.
In the Application, IES is requesting authority for the period through June
30, 2004, to issue and sell long-term debt securities and enter into agreements
with respect to the issuance of tax-exempt bonds.
In connection with this opinion, I have examined original, certified, or
conformed copies of all such corporate records, agreements, instruments, and
documents of IES, and certificates of public officials and officers of IES, 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.
The opinions expressed below with respect to the proposed transactions are
subject to the following assumptions and conditions:
(a) The proposed transactions shall have been duly authorized and
approved, to the extent required by the governing documents and applicable state
laws, by the Board of Directors of IES.
(b) The Commission shall have duly entered an appropriate order with
respect to the proposed transactions as described in the Application granting
and permitting the Application to become effective under the Act and the rules
and regulations thereunder and the proposed transactions are consummated in
accordance with the Application and said order.
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(c) IES shall have obtained all consents, waivers and releases, if
any, required for the proposed transactions under all applicable governing
corporate documents, contracts, agreements, debt instruments, indentures,
franchises, licenses, and permits.
(d) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed above.
(e) The consummation of the proposed transactions shall be conducted
under my supervision and all legal matters incident thereto shall be
satisfactory to me, including the receipt in satisfactory form of opinions of
other counsel qualified to practice in jurisdictions in which I am not admitted
to practice, as I may deem appropriate.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, and having regard to legal considerations which I deem relevant, I
am of the opinion that, in the event the proposed transactions are consummated
in accordance with the Application:
1. All state laws applicable to the proposed transactions will have
been complied with; however, I express no opinion as to the need to comply with
state blue sky laws;
2. IES is validly organized and duly existing under the laws of its
state of incorporation;
3. The various debt instruments and agreements with respect to
tax-exempt bonds to be issued by IES as part of the proposed transactions will
be valid and binding obligations of IES in accordance with the terms of such
instruments and guarantees;
4. The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by IES or its subsidiaries.
I hereby consent to the use of this opinion in connection with the
Application.
Sincerely,
Barbara J. Swan
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