EX-5.3 5 dex53.txt OPINION OF QUARLES & BRADY LLP EXHIBIT 5.3 Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202-4497 Telephone: 414-277-5000 Fax: 414-271-3552 March 19, 2003 Wisconsin Energy Corporation 231 West Michigan Street Milwaukee, WI 53203 Ladies and Gentlemen: We are providing this opinion in connection with (a) the registration under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-69592), which was declared effective on September 28, 2001 (the "Registration Statement"), of up to $500 million of the securities of Wisconsin Energy Corporation, a Wisconsin corporation (the "Company"), and (b) the authorization and issuance by the Company of $200 million aggregate principal amount of the Company's 6.20% Senior Notes due April 1, 2033 (the "Notes") under an Indenture, dated as of March 15, 1999 (the "Indenture"), between the Company and Bank One Trust Company, National Association (successor to the First National Bank of Chicago), as trustee (the "Trustee"), and Securities Resolution No. 4 under the Indenture. We have examined (i) the Registration Statement; (ii) the Company's Restated Articles of Incorporation and Bylaws, as amended to date; (iii) the Indenture; (iv) the form of the Notes; (v) Securities Resolution No. 4 establishing the terms of the Notes; (vi) the Underwriting Agreement, dated March 17, 2003 (the "Underwriting Agreement"), between the Company and the several Underwriters named in Schedule A thereto providing for the issuance and sale of the Notes to the Underwriters; (vii) resolutions of the Board of Directors of the Company; and (viii) such other documents, and such matters of law, as we have deemed necessary or appropriate for the purposes of this opinion. Upon the basis of that examination, we advise you that, in our opinion: 1. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 2. The Notes have been duly authorized by the Company and (assuming due authentication thereof by the Trustee in accordance with the provisions of the Indenture), when Wisconsin Energy Corporation Page 2 March 19, 2003 executed and delivered pursuant to the Underwriting Agreement for the consideration provided therein, will have been duly executed, issued and delivered by the Company and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture. We consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 1 to the Registration Statement. Very truly yours, /s/ Quarles & Brady LLP ------------------------------ QUARLES & BRADY LLP