Exhibit 5
Xxxxxxx Xxxxxxx & Xxxxxxxx
A Partnership Which Includes Professional Corporations
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000 London
_________________ Hong Kong
Writer's Direct Dial Number Tokyo
Telecopier: 455-2502 Columbus
Telex: 129158
February 21, 1997
Indiana Michigan Power Company
Xxx Xxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Sirs:
With respect to the Registration Statement on Form
S-3 of Indiana Michigan Power Company (hereinafter called the
"Company") relating to the issuance and sale by the Company,
in one or more transactions from time to time, of its Junior
Subordinated Debentures (hereinafter called the "Junior
Subordinated Debentures"), we wish to advise you as follows.
We are of the opinion that, when the steps mentioned
in the next paragraph below have been taken, the Junior
Subordinated Debentures will be valid and legally binding
obligations of the Company, 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.
The steps to be taken which are referred to in the
next preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the proposed
transactions set forth in said Registration Statement;
(2) Appropriate action by and before the Indiana
Utility Regulatory Commission in respect of the proposed
transactions set forth in said Registration Statement;
(3) Compliance with the Securities Act of 1933, as
amended, and with the Trust Indenture Act of 1939, as
amended; and
(4) Issuance and sale of the Junior Subordinated
Debentures by the Company in accordance with the
governmental and corporate authorizations aforesaid.
Insofar as this opinion relates to matters governed
by laws other than the laws of the State of New York and the
Federal law of the United States, this firm has consulted, and
may consult further, with local counsel in which this firm has
confidence and will rely, as to such matters, upon such
opinions or advice of such counsel which will be delivered to
this firm prior to the closing of the sale of the Junior
Subordinated Debentures.
We consent to the filing of this opinion as an
exhibit to said Registration Statement and to the use of our
name and the inclusion of the statements in regard to us set
forth in said Registration Statement under the caption "Legal
Opinions".
Very truly yours,
/s/ Xxxxxxx Xxxxxxx & Xxxxxxxx
XXXXXXX XXXXXXX & XXXXXXXX
[97FN0051.IMP]
