EXHIBIT 5.01

                                  [XCEL ENERGY]

September 27, 2000

Xcel Energy Inc.
800 Nicollet Mall, Suite 3000
Minneapolis, Minnesota  55402

Gentlemen:

           I am participating in the proceedings being had and taken in
connection with the issuance and sale by Xcel Energy Inc., a Minnesota
corporation (herein called the Company), of up to $1,000,000,000 principal
amount of unsecured debt securities (herein called the Securities). I have
examined all statutes, records, instruments, and documents which, in my opinion,
it is necessary to examine for the purpose of rendering the following opinion.

           Based upon the foregoing and upon my general familiarity with the
Company and its affairs, as a result of having acted as General Counsel for the
Company, I am of the opinion that:

           1.        The Company was incorporated and is now a legally existing
                     corporation under the laws of the State of Minnesota; has
                     corporate power, right, and authority to do business and to
                     own property in that state, in the manner and as set forth
                     in the Registration Statement, Form S-3, to which this
                     opinion is an exhibit; and has corporate power, right, and
                     authority to create, issue, and sell the Securities.

           2.        When and if (a) the above-mentioned Registration Statement
                     becomes effective pursuant to the provisions of the
                     Securities Act of 1933, as amended, (b) the Indenture from
                     the Company to Wells Fargo Bank, National Association,
                     Trustee, and the Supplemental Trust Indenture relating to
                     the Securities, are duly authorized, executed, and
                     delivered, and (c) the Securities are duly authorized,
                     executed, authenticated, and delivered, and the
                     consideration for the Securities has been received by the
                     Company, all in the manner contemplated by the said
                     Registration Statement, the Securities will be legally
                     issued and binding obligations of the Company in accordance
                     with their terms.

                                             Respectfully submitted,


                                             Gary R. Johnson
                                             Vice President and General Counsel