Exhibit 5
November 21, 2000
Kansas City Power & Light Company
1201 Walnut Street
Kansas City, MO 64106
Ladies and Gentlemen:
I refer to the proposed issuance and sale by you of up to
$400,000,000 of unsecured debt securities (the "Debt") under the
Registration Statement (Form S-3) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
I am familiar with the proceedings to date with respect to
such records, documents and matters of law and satisfied myself
as to such matters of fact as I have considered relevant for
purposes of this opinion.
I am of the opinion that
1. Kansas City Power & Light Company (the "Company")
is a corporation duly organized and existing under the
laws of the State of Missouri, and duly authorized and
qualified to transact the business in which it is
engaged in the States of Missouri and Kansas.
2. The Indenture between the Company and The Bank of
New York creating the Debt (Exhibit 4) is in due legal
form.
3. The proposed forms of the Debt in Exhibit 4 are in
due legal form.
4. When (a) appropriate regulatory authority has been
issued; (b) the Registration Statement shall have
become effective; (c) the issuance of the Debt has been
duly authorized by the Board of Directors of the
Company; (d) the indenture for the Debt has been
executed by the proper parties and has been duly
recorded; and (e) the Debt has been authenticated and
issued for money paid, labor due, or property actually
received, all in accordance with appropriate regulatory
authorizations:
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Kansas City Power & Light Company
November 21, 2000
Page 2
(i) the Debt will be legally issued, fully
paid, non-assessable and binding obligations of
the Company, with the express terms and provisions
as set forth in the appropriate indenture; and
(ii) no approvals, other than those referred
to above, will be required in connection with the
creation and issuance of the Debt.
I hereby consent to the use of this opinion as an exhibit to
the above-mentioned Registration Statement.
Sincerely,
/s/Jeanie Sell Latz
Senior Vice President Corporate Services
and Corporate Secretary
