EXHIBIT 5.01



February 7, 2002

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 (the "Company"), of up to $1,000,000,000 principal amount of
unsecured long-term debt securities (the "Debt Securities") and/or shares of
common stock (the "Common Stock"), including the associated common stock
purchase rights (the "Rights") (collectively, 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 (the "Securities Act"), (b) the
                  Supplemental Trust Indenture relating to the Debt Securities,
                  is duly authorized, executed, and delivered, and (c) the Debt
                  Securities are duly authorized, executed, authenticated, and
                  delivered, and the consideration for the Debt Securities has
                  been received by the Company, all in the manner contemplated
                  by the said Registration Statement, the Debt Securities will
                  be legally issued and binding obligations of the Company in
                  accordance with their terms.

              3.  When and if (a) the above-mentioned Registration Statement
                  becomes effective pursuant to the provisions of the Securities
                  Act and (b) the Common Stock has been registered and
                  delivered, and the consideration for the Common Stock has been
                  received by the Company, all in the manner contemplated by the
                  said Registration Statement, the Common Stock will be legally
                  issued, fully paid and nonassessable shares of stock of the
                  Company.


              4.  When and if (a) the above-mentioned Registration Statement
                  becomes effective pursuant to the provisions of the Securities
                  Act and (b) the Rights and the Common Stock to which the
                  Rights are attached have been registered and delivered, and
                  the consideration for the Rights and Common Stock has been
                  received by the Company, all in the manner contemplated by the
                  said Registration Statement, the Rights will be validly
                  issued.



                                      Respectfully submitted,

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