Exhibit F-1



                            May 8, 2001



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


         Re:    Alliant Energy Corporation ("Alliant Energy"), et al. -
                Statement on Form U-1, as amended - File No. 70-9597

    Ladies and Gentlemen:

         I have represented Alliant Energy and its operating
    utility subsidiaries, Wisconsin Power and Light Company,
    IES Utilities Inc., and Interstate Power Company (together,
    the "Operating Companies") in connection with the Statement
    on Form U-1, as amended, filed in the above-referenced
    proceeding (the "Application").  I am furnishing this
    opinion with respect to the proposed transactions described
    therein, which relate to the acquisition by each of the
    Operating Companies of membership interests in certain
    special purpose subsidiaries ("SPEs"), and by the SPEs of
    the membership interests of  a special purpose subsidiary
    ("NewCo"), in each case formed to facilitate the sale of
    customer account receivables originated by the Operating
    Companies to a third party, and the guarantee by Alliant
    Energy of the performance of certain obligations of the
    Operating Companies, the SPEs and NewCo under the
    transaction documents.

         In connection with my representation of Alliant Energy
    and the Operating Companies, I have reviewed the
    Application, including the exhibits thereto, the
    Commission's order dated March 30, 2001 in this proceeding,
    and such other documents, certificates, and regulatory
    filings as I have deemed necessary in order to render the
    opinions set for below.

         I am of the opinion that:

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

         (b)    each of the SPEs and NewCo have been (i)
                validly organized and are duly existing, and
                (ii) (A) the membership interests of each of
                the SPEs acquired by the Operating Companies
                were validly issued, and each Operating Company
                is entitled to all of the rights and privileges
                of a member of such SPE, and (B) the membership
                interests of NewCo acquired by the SPEs were
                validly issued, and each of the SPEs is
                entitled to all of the rights and privileges of
                a member of  NewCo;

         (c)    the Operating Companies legally acquired the
                membership interests of the SPEs and the SPEs
                legally acquired the membership interests of
                NewCo; and

         (d)    the consummation of the proposed transactions
                did not violate the legal rights of the holders
                of any securities issued by Alliant Energy, the
                Operating Companies, or any associate company
                thereof.

         I am an attorney licensed to practice in the State of
    Wisconsin and have acted as counsel to Alliant Energy and
    the Operating Companies in connection with the transactions
    described in the Application.  I express no opinion with
    respect to the laws of any other State or jurisdiction.

         I hereby give my written consent to the use of this
    opinion in connection with the Application.  This opinion
    is addressed to the Commission and may not be relied upon
    by any other person.

                                          Very truly yours,


                                          Barbara J. Swan