Exhibit 5
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
EMAIL ADDRESS (414) 297-5672 CLIENT/MATTER NUMBER
[email protected] 086120/0679
August 28, 2000
WPS Resources Corporation
700 North Adams Street
P.O. Box 19001
Green Bay, WI 54307-9001
Ladies and Gentlemen:
We have acted as counsel for WPS Resources Corporation, a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-4, including the Proxy Statement/Prospectus
constituting a part thereof (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to up to 1,763.943 shares of common stock,
$1.00 par value, of the Company (the "Common Stock") and the associated rights
to purchase shares of Common Stock accompanying each share of Common Stock (the
"Rights") and such additional shares of Common Stock and Rights which may be
issued if the average closing price of the Common Stock during a ten-day trading
period ending on and including the third trading date immediately preceding the
Merger (the "Merger") contemplated by that certain Plan and Agreement of Merger
dated as of July 13, 2000 (the "Merger Agreement") by and among the Company,
Wisconsin Public Service Corporation, WF&L Acquisition Corp. and Wisconsin Fuel
and Light Company ("WFL), each of which is a Wisconsin corporation falls below
$27.79 per share, all of which are proposed to be issued by the Company in
connection with the Merger. The terms of the Rights are as set forth in that
certain Rights Agreement, dated as of December 12, 1996, by and between the
Company and Firstar Trust Company (the "Rights Agreement").
In connection with our representation, we have examined: (a) the
Registration Statement, including the Proxy Statement/Prospectus; (b) the
Articles of Incorporation and By-Laws of the Company, as amended to date; (c)
the Rights Agreement; (d) the Merger Agreement; (e) the resolutions of the Board
of Directors of the Company approving the Merger Agreement and the transactions
contemplated therein, dated July 13, 2000; and (f) such other proceedings,
documents and records as we have deemed necessary to enable us to render this
opinion.
Based upon the foregoing and subject to the qualifications set forth
herein, we are of the opinion that:
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Foley & Lardner
WPS Resources Corporation
August 28, 2000
Page 2
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The shares of Common Stock subject to issuance in the Merger, when
issued pursuant to the provisions of the Merger Agreement and in a manner as
contemplated in the Registration Statement, will be validly issued, fully paid
and nonassessable, except with respect to debts owing to employees of the
Company for services performed for the Company, as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial
interpretations thereof.
3. The Rights when issued pursuant to the terms of the Merger Agreement
and the Rights Agreement will be validly issued.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Proxy Statement/Prospectus which is to be filed as part of the
Registration Statement, and to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
