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EXHIBIT 5
October 19, 2000
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI 48126
RE: CMS Energy Corporation - Common Stock
Registration Statement Form S-3
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by CMS Energy Corporation (the "Company") with the
Securities and Exchange Commission (the "Commission"), under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the registration of
$51,625,000 of Common Stock, $.01 per share, of the Company (the "Common
Stock").
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. The Company is duly incorporated and validly existing under the
laws of the State of Michigan.
2. The Company has the corporate power and authority to authorize
and sell the Common Stock.
3. The Common Stock will be legally issued, fully paid and
non-assessable when (i) the Registration Statement, as finally
amended, shall have become effective under the Securities Act;
(ii) the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final resolutions
authorizing the issuance and sale of the Common Stock as
contemplated by the Registration Statement; and (iii)
certificates representing the Common Stock shall have been duly
executed, countersigned and registered, and duly delivered to
the purchaser thereof against payment of the agreed
consideration therefor.
For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.
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 sale of the Common Stock.
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 the
Company's Registration Statement on Form S-3 relating to the Common Stock and to
all references to me included in or made a part of the Registration Statement.
Very truly yours,
/s/ Michael D. VanHemert
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Michael D. VanHemert
