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EXHIBIT 5.01
[XCEL ENERGY]
September 27, 2000
Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota 55402
Gentlemen:
I am participating in the proceedings being had and taken in
connection with the issuance and sale by Xcel Energy Inc., a Minnesota
corporation (herein called the Company), of up to $1,000,000,000 principal
amount of unsecured debt securities (herein called the Securities). I have
examined all statutes, records, instruments, and documents which, in my opinion,
it is necessary to examine for the purpose of rendering the following opinion.
Based upon the foregoing and upon my general familiarity with the
Company and its affairs, as a result of having acted as General Counsel for the
Company, I am of the opinion that:
1. The Company was incorporated and is now a legally existing
corporation under the laws of the State of Minnesota; has
corporate power, right, and authority to do business and to
own property in that state, in the manner and as set forth
in the Registration Statement, Form S-3, to which this
opinion is an exhibit; and has corporate power, right, and
authority to create, issue, and sell the Securities.
2. When and if (a) the above-mentioned Registration Statement
becomes effective pursuant to the provisions of the
Securities Act of 1933, as amended, (b) the Indenture from
the Company to Wells Fargo Bank, National Association,
Trustee, and the Supplemental Trust Indenture relating to
the Securities, are duly authorized, executed, and
delivered, and (c) the Securities are duly authorized,
executed, authenticated, and delivered, and the
consideration for the Securities has been received by the
Company, all in the manner contemplated by the said
Registration Statement, the Securities will be legally
issued and binding obligations of the Company in accordance
with their terms.
Respectfully submitted,
Gary R. Johnson
Vice President and General Counsel
