Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - CMS ENERGY CORP | a18-28081_6ex99d1.htm |
EX-8.1 - EX-8.1 - CMS ENERGY CORP | a18-28081_6ex8d1.htm |
8-K - 8-K - CMS ENERGY CORP | a18-28081_68k.htm |
|
Melissa M. Gleespen |
|
Vice President, Corporate Secretary and Chief Compliance Officer |
October 2, 2018
CMS Energy Corporation
One Energy Plaza
Jackson, MI 49201
RE: |
CMS Energy Corporation |
|
$30,000,000 5.875% Junior Subordinated Notes due 2078 (the Securities) |
Ladies and Gentlemen:
I am the Vice President, Corporate Secretary and Chief Compliance Officer of CMS Energy Corporation, a Michigan corporation (the Company). I address this opinion to you with respect to the issuance and sale of $30,000,000 aggregate principal amount of the Companys Securities, issued under the Indenture dated as of June 1, 1997 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 Seventh Supplemental Indenture dated as of September 26, 2018 relating to the Securities. The Company issued and sold the Securities pursuant to an effective shelf Registration Statement on Form S-3 (No 333-216355) (the Registration Statement), a Preliminary Prospectus Supplement dated September 20, 2018 to a Prospectus dated March 1, 2017, an Issuer Free Writing Prospectus that included the final terms of the transaction and a Final Prospectus Supplement dated September 20, 2018 to a Prospectus dated March 1, 2017. The Securities are being sold pursuant to the over-allotment option contained in the Underwriting Agreement, dated September 20, 2018, by and between the Company and the underwriters named therein.
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.
One Energy Plaza · Jackson, MI 49201-2357 · Tel 517 788 2158 · Fax 517 788 2543
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 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 October 2, 2018 which is incorporated by reference in the Registration Statement.
Very truly yours, |
|
|
|
/s/ Melissa M. Gleespen |
|
|
|
Melissa M. Gleespen |
|