Attached files
file | filename |
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8-K - FORM 8-K - CMS ENERGY CORP | k48759e8vk.htm |
EX-1.1 - EX-1.1 - CMS ENERGY CORP | k48759exv1w1.htm |
EX-4.1 - EX-4.1 - CMS ENERGY CORP | k48759exv4w1.htm |
EX-99.1 - EX-99.1 - CMS ENERGY CORP | k48759exv99w1.htm |
EXHIBIT 5.1
Shelley J. Ruckman
Assistant General Counsel
Assistant General Counsel
January 14, 2010
CMS Energy Corporation
One Energy Plaza
Jackson, MI 49201
One Energy Plaza
Jackson, MI 49201
RE: | CMS Energy Corporation $300,000,000 6.25% Senior Notes due 2020 (the Securities) |
Ladies and Gentlemen:
I am the Assistant General Counsel of CMS Energy Corporation, a Michigan corporation (the
Company). I address this opinion to you with respect to the issuance and sale of $300,000,000
aggregate principal amount of the Companys Securities, issued under the Indenture dated as of
September 15, 1992 between the Company and The Bank of New York Mellon, as Trustee (the Trustee),
as amended and supplemented by certain supplemental indentures thereto including the Twenty-Fourth
Supplemental Indenture dated as of January 14, 2010 relating to the Securities. The Company issued
and sold the Securities pursuant to an effective shelf Registration Statement on Form S-3 (No
333-153353) (the Registration Statement), a Preliminary Prospectus Supplement dated January 11,
2010 to a Prospectus dated September 5, 2008, an Issuer Free Writing Prospectus that included the
final terms of the transaction and a Final Prospectus Supplement dated January 11, 2010 to a
Prospectus dated September 5, 2008.
In rendering the opinions expressed below, I, or attorneys acting under my supervision, have
examined originals, or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and corporate officers and
such other papers and evidence, as I have deemed relevant and necessary as a basis for such
opinions. I have assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, and the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to me for examination. I have further
assumed without investigation that each document submitted to me for review and relied upon for
this opinion is accurate and complete as of the date given to the date hereof.
On the basis of such review, I am of the opinion that the Securities have been legally issued
by the Company and constitute the valid and binding obligations of the Company, subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent
One Energy Plaza Jackson, MI 49201-2357 Tel 517 768 7323 Fax 517 788 8011
CMS Energy Corporation
January 14, 2010
Page 2
January 14, 2010
Page 2
conveyance and other laws of general applicability affecting creditors rights generally or by
general principles of equity (regardless of whether considered in a proceeding at law or in
equity).
I hereby consent to the filing of this opinion as an exhibit to the Companys Current Report
on Form 8-K filed on January 14, 2010 which is incorporated by reference in the Registration
Statement.
Very truly yours, |
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/s/ Shelley J. Ruckman | ||||
Shelley J. Ruckman |