EX-5.1 6 dex51.htm OPINION OF FOLEY & LARDNER LLP Opinion of Foley & Lardner LLP

Exhibit 5.1

 

LOGO

 

     ATTORNEYS AT LAW
     777 EAST WISCONSIN AVENUE
     MILWAUKEE, WI 53202-5306
     414.271.2400 TEL
     414.297.4900 FAX
  October 1, 2008    www.foley.com
     CLIENT/MATTER NUMBER
     026162-0127

Interstate Power and Light Company

Alliant Energy Tower

200 First Street, SE

Cedar Rapids, Iowa 52401

Ladies and Gentlemen:

We have acted as counsel for Interstate Power and Light Company, an Iowa corporation (the ”Company”), in connection with the preparation of a Registration Statement on Form S-3 (Registration No. 333-151898) (the “Registration Statement”), including the prospectus constituting a part thereof, dated August 6, 2008, and the supplement to the prospectus, dated October 1, 2008 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company of $250,000,000 aggregate principal amount of the Company’s 7.25% Senior Debentures due 2018 (the “Debentures”) in the manner set forth in the Registration Statement and the Prospectus. The Debentures will be issued under the Indenture, dated as of August 20, 2003 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., successor, as Trustee (the “Trustee”), and the Officer’s Certificate, dated October 1, 2008 (the “Officer’s Certificate”), establishing the terms and providing for the issuance of the Debentures.

As counsel to the Company in connection with the proposed issue and sale of the Debentures, we have examined: (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (b) the Company’s Restated Articles of Incorporation and Restated Bylaws, each as amended to date; (c) the Indenture and the Officer’s Certificate; and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Based upon the foregoing, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Debentures, when executed, authenticated and issued in accordance with the Indenture and the Officer’s Certificate and in the manner and for the consideration contemplated by the Registration Statement and the Prospectus, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors’ rights generally or by the application of equitable principles.

 

BOSTON

BRUSSELS

CENTURY CITY

CHICAGO

DETROIT

  

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

   NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

   SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

   TOKYO

WASHINGTON, D.C.


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Interstate Power and Light Company

October 1, 2008

Page 2

 

We hereby consent to the deemed incorporation by reference of this opinion into the Registration Statement and the Prospectus and to the references to our firm therein. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

Very truly yours,

/s/ Foley & Lardner LLP