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EXHIBIT 5
[CMS ENERGY CORPORATION LETTERHEAD]
June 21, 2000
Panhandle Eastern Pipe Line Company
5444 Westheimer Road
Houston, Texas 77056-5306
Ladies and Gentlemen:
I am the Assistant General Counsel of CMS Energy Corporation, a Michigan
corporation ("CMS Energy"), and have acted as special counsel to Panhandle
Eastern Pipe Line Company ("Panhandle"), an indirect wholly owned subsidiary of
CMS Energy, in connection with the Registration Statement on Form S-4 (the
"Registration Statement") being filed by Panhandle with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of $100 million of
8.25% Senior Notes Due 2010, Series B (the "Exchange Notes"). The Exchange Notes
will be issued under the Indenture dated as of March 27, 1999 between Panhandle
and Bank One Trust Company, National Association, successor to, NBD Bank, as
trustee (the "Trustee"), as previously supplemented and further supplemented by
a Second Supplemental Indenture dated as of March 27, 2000 (the "Indenture").
The Exchange Notes are being exchanged for all of the outstanding $100 million
of 8.25% Senior Notes Due 2010, Series A issued by Panhandle (collectively, the
"Notes") pursuant to an Exchange Offer. Capitalized terms not otherwise defined
herein have the respective meanings specified in the Registration Statement.
In rendering this opinion, I have examined and relied upon a copy of
the Registration Statement. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.
Based on the foregoing it is my opinion that:
1. Panhandle is duly incorporated and validly existing under the
laws of the State of Delaware.
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2. Panhandle has the corporate power and authority to authorize and
deliver the Exchange Notes pursuant to the Indenture.
3. The Exchange Notes will be legally issued and binding obligations
of Panhandle (except to the extent enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and by the effect of
general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law)
when (i) the Registration Statement, as finally amended
(including any necessary post-effective amendments) shall have
become effective under the Securities Act, and the Indenture
shall have been qualified under the Trust Indenture Act; (ii) an
appropriate prospectus with respect to the Exchange Notes shall
have been filed with the Commission pursuant to Rule 424 under
the Securities Act; and (iii) the Exchange Notes shall be duly
authenticated by the Trustee and the Exchange Notes shall have
been delivered to those holders of Notes in exchange for such
Notes pursuant to the Exchange Offer.
For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to Panhandle and that such laws will be
the only laws applicable to Panhandle.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the issuance of the Exchange Notes.
I am a member of the bar of the State of Michigan and I express no
opinion as to the laws of any jurisdiction other than the State of Michigan and
the federal law of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to
Panhandle's Registration Statement relating to the Exchange Notes and to all
references to me included in or made apart of the Registration Statement.
Very truly yours,
/s/ Michael D. Van Hemert
