EXHIBIT F-1


                                November 7, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Xcel Energy Inc.
         Amendment No. 10 to Application-Declaration, File No. 70-9635

Dear Sir or Madam:

         I deliver this opinion to you for filing as Exhibit F-1 to the
Amendment No. 10 to Application-Declaration referenced above (the "Amendment").
Briefly stated, Xcel Energy Inc. (the "Applicant") is seeking a change to its
financing authorization granted by the Securities and Exchange Commission
("SEC") in Holding Co. Act Release No. 27218 (August 22, 2000) and Holding Co.
Act Release No. 27494 (March 7, 2002) (the "Financing Orders") to engage in the
financing transactions authorized in the Financing Orders at a time when the
Xcel 30% Test (as defined in the Amendment) is not met.

         I am a member of the bar of Minnesota, the place of organization of the
Applicant. I am not a member of the bar of any other state of the United States
in which the Applicant is qualified to do business and do not hold myself out as
an expert in the laws of such states, although I have consulted and will consult
with counsel to the Applicant who are experts in such laws. For purposes of this
opinion, to the extent I deemed necessary, I have relied on advice from counsel
employed or retained directly or indirectly by the Applicant.

         In connection with this opinion, I or attorneys in whom I have
confidence, have examined originals or copies, certified or otherwise identified
to my satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Amendment.

         The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:

         (a) The Commission shall have duly entered an appropriate order or
         orders with respect to the proposed transactions, as described in the
         Amendment, permitting the Amendment to become effective under the Act
         and the rules and regulations thereunder, and the proposed transactions


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         are consummated in accordance with the Amendment and the Commission's
         orders.

         (b) No act or event other than as described herein shall have occurred
         subsequent to the date hereof which would change the opinions
         expressed.

         (c) Appropriate corporate actions will have been taken by the Applicant
         and the documents transferring the securities will have been duly
         authorized, executed and delivered with all appropriate transfer or
         other taxes paid.

         (d) The Applicant will at the time of the proposed transactions be
         validly incorporated or a validly formed business entity in the
         jurisdiction in which it is domiciled.

         Based upon the foregoing and subject to the assumptions,
qualifications, limitations, conditions and exceptions set forth herein, it is
my opinion that, in the event that the proposed transactions are consummated in
accordance with the Amendment:

         (a) all state laws applicable to the proposed transactions will have
been complied with;

         (b) the issuer of any securities proposed in the Amendment is validly
organized and duly existing;

         (c) any security issued, in the case of stock, is validly issued, fully
paid and nonassessable, and the holders thereof will be entitled to the rights
and privileges appertaining thereto set forth in the charter or other document
defining such rights and privileges and, in the case of debt, is a valid and
binding obligation of the issuer or guarantor in accordance with its terms;

         (d) the Applicant will legally acquire any securities or assets subject
to the Amendment; and

         (e) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by the Applicant or any of
its subsidiaries and associate companies.

         I hereby consent to the filing of this opinion as an exhibit to the
Amendment.

                                           Very truly yours,


                                           /s/ Gary R. Johnson
                                           -------------------------------------
                                           Gary R. Johnson
                                           Vice President and General Counsel



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