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Exhibit 5
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202-4497
July 7, 2000
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
Re: Wisconsin Energy Corporation 1993 Omnibus Stock Incentive Plan, as
Amended
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Wisconsin Energy Corporation (the "Company") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed issuance by the Company of up to 2,750,000
shares of Common Stock, par value $.01 per share (the "Shares"), of the Company
pursuant to the Company's 1993 Omnibus Stock Incentive Plan, as amended (the
"Plan").
We have examined: (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Bylaws, each as amended to date; (iii)
the Plan; (iv) the corporate proceedings relating to the adoption and approval
of the Plan and the authorization for the issuance of the Shares in accordance
with the Plan; and (v) such other documents and records and such matters of law
as we have deemed necessary in order to render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.
2. The Shares which are original issuance or treasury shares, when issued
as and for the consideration contemplated by the Plan, will be validly
issued, fully paid and nonassessable by the Company, subject to the
personal liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.
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Wisconsin Energy Corporation
July 7, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP
