Dte Energy Co – ‘S-4/A’ on 3/9/95 – EX-5

As of:  Thursday, 3/9/95   ·   Accession #:  950124-95-652   ·   File #:  33-57545

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of            65    338K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-3.(C)    By-Laws of Dte Holdings, Inc.                         12     53K 
 3: EX-3.(D)    Form of By-Laws of Dte Holdings                       12     54K 
 4: EX-5        Opinion of Christopher C. Nern                         2     13K 
 5: EX-8        Opinion of Jones, Day, Reavis & Pogne                  3     14K 
 6: EX-23.(C)   Consent of Price Waterhouse LLP                        1      6K 
 7: EX-99.(A)   Form of Proxy Card                                     4     19K 
 8: EX-99.(B)   Consents of Persons to Be Elected Directors           13     25K 

EX-5   —   Opinion of Christopher C. Nern

EX-5
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                                                        Exhibits 5 and 23(a)

Christopher C. Nern, Esq.                                                       
Vice President and General Counsel                                              
The Detroit Edison Company                                                      
200 Second Avenue                                                               
Detroit, Michigan 48226                                                         

March 9, 1995 

DTE Holdings, Inc.                                                              
2000 Second Avenue                                                              
Detroit, Michigan 48226                                                         

Ladies and Gentlemen:                                                           

I have examined the Form S-4 Registration Statement (Reg. No. 33-57545) 
of DTE Holdings, Inc. (the "Company") originally filed on February 1, 1995 and  
as amended through the date hereof (the "Registration Statement"), to which     
this opinion is an exhibit, for the registration under the Securities Act of    
1933, as amended, of 145,185,241 shares of the Company's common stock, without  
par value (the "Shares") and 10,000,000 shares of the Company's common stock    
(the "DRIP Shares") to be issued or offered in connection with a dividend       
reinvestment plan (the "Plan") to be adopted by the Company.  The Shares are to 
be issued in connection with the Agreement and Plan of Exchange (the "Exchange  
Agreement"), included as Exhibit A to the Prospectus and Proxy Statement        
comprising a part of the Registration Statement and the DRP Shares are to be    
issued or offered in connection with the Plan to be adopted by the Company.     
Pursuant to the Exchange Agreement, the Company will become the parent          
corporation of and own all the outstanding common stock of The Detroit Edison   
Company ("Detroit Edison").  The Exchange Agreement has been approved by the    
Boards of Directors of the Company and Detroit Edison and the sole shareholder  
of the Company.  The offering of the DRIP Shares will be made pursuant to a     
Post-Effective Amendment on Form S-3 (the "Form S-3") to the Registration       
Statement.                                                                      

I, as Vice President and General Counsel of the Company and Detroit     
Edison, in conjunction with the members of the Legal Department of Detroit      
Edison, have examined such corporate records, certificates and other documents  
and such matters of law as I have considered necessary or appropriate for       
purposes of this opinion.                                                       

Based on the foregoing and subject to the qualifications set forth      
herein, I am of the opinion that:                                               

1.  The Company is a corporation duly organized and existing under the  
laws of the State of Michigan.                                                  

EX-5
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DTE Holdings, Inc.                                                              
March 9, 1995                                                                   
Page 2                                                                          

   2.   Under Michigan law, the Shares are duly authorized and will be validly
issued, fully paid and nonassessable shares of common stock, without par value, 
of the Company upon (a) the due approval of the Exchange Agreement by the       
affirmative vote of the holders of a majority of the outstanding shares of      
common stock of Detroit Edison, (b) the execution and delivery of the Exchange  
Agreement by the Company and Detroit Edison, (c) the filing of an appropriate   
Certificate of Share Exchange (the "Certificate") as required under Michigan    
law and (d) the occurrence of the Effective Time of the Exchange Agreement as   
set forth in the Certificate.  The effectiveness of the Exchange Agreement is   
conditioned upon receipt of the necessary approval of the shareholders of       
Detroit Edison and other conditions referred to or set forth in the Exchange    
Agreement.                                                                      

3.   Under Michigan law, to the extent the DRP Shares are original issue
shares, the DRIP Shares will be duly authorized, validly issued, fully paid and 
nonassessable shares of common stock, without par value, of the Company upon    
(a) the due adoption of the Plan by the Board of Directors of the Company, (b)  
the due adoption by the Board of Directors of the Company of resolutions        
authorizing the issuance and sale of the DRIP Shares pursuant to the Plan and   
(c) the issuance and delivery of the DRIP Shares in the manner and for the      
consideration established by (or pursuant to) the Plan.                         

I hereby consent to the filing of this opinion as Exhibit 5 to the      
Registration Statement and to the reference to me under the caption "Item 2.    
Corporate Restructuring Proposal - Legal Opinions" in the Prospectus and Proxy  
Statement constituting a part of the Registration Statement.                    

This opinion may be relied upon by the Company, Detroit Edison and, as  
to matters of Michigan law, by Jones, Day, Reavis & Pogue.                      

I am qualified to practice law in the State of Michigan, and in         
rendering this opinion, my examination of matters of law has been limited to,   
and I express no opinion as to the laws of any jurisdictions other than, the    
laws of the State of Michigan and the Federal laws of the United States.        

                                                           Very truly yours,

                                                             Christopher C. Nern

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/9/95		1		2
		2/1/95		1					S-4
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