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Exhibit 5
August 22, 2000
Western Resources, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
Dear Ladies and Gentlemen:
As Executive Vice President, General Counsel and Assistant Secretary of
Western Resources, Inc. (the "Company"), and in connection with the proposed
issue and sale, from time to time, of 6,000,000 shares of common stock, $5.00
par value (hereinafter called the "Shares"), with respect to which the Company
is filing a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933, to
which Registration Statement this opinion shall be filed as an exhibit
(capitalized terms used herein without definition have the meanings given such
terms in the Registration Statement), I advise you that, in my opinion:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Kansas.
2. Upon (a) authorization of the issue and sale of the Shares by regulatory
commissions having jurisdiction, (b) the Registration Statement becoming
effective under the Securities Act of 1933, (c) issuance and sale of the Shares
as contemplated by the Registration Statement and the Prospectus contained
therein, the Shares will be legally and validly issued and will be fully paid
and nonassessable.
I hereby consent to the filing of a copy of this opinion as an exhibit to
said Registration Statement. I also consent to the use of my name and the making
of the statements with respect to myself in the Registration Statement and the
Prospectus constituting a part thereof.
Very truly yours,
/s/ Richard D. Terrill
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Richard D. Terrill
