<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>k91595exv5.txt
<DESCRIPTION>OPINION OF ROBERT C. SHROSBREE, ASSISTANT GENERAL COUNSEL
<TEXT>
<PAGE>
                                                                       EXHIBIT 5

(CMS ENERGY LOGO)

January 31, 2005

Consumers Energy Company
One Energy Plaza
Jackson, MI  49201

Ladies and Gentlemen:

         I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation, and have acted as special counsel to Consumers Energy
Company ("Consumers") in connection with the Registration Statement on Form S-4
(the "Registration Statement") being filed by Consumers with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of $800 million of
4.40% First Mortgage Bonds due 2009, Series N; 5.00% First Mortgage Bonds due
2012, Series O; and 5.50% First Mortgage Bonds due 2016, Series P (the "new
bonds") to be issued under the Indenture dated as of September 1, 1945, between
Consumers and JPMorgan Chase Bank, N.A. (ultimate successor to City Bank Farmers
Trust Company) (the "Trustee"), as supplemented (collectively, the "Indenture").
The new bonds are being exchanged for all of the outstanding 4.40% First
Mortgage Bonds due 2009, Series K; 5.00% First Mortgage Bonds due 2012, Series
L; and 5.50% First Mortgage Bonds due 2016, Series M (the "old bonds") pursuant
to an Exchange Offer. Capitalized terms not otherwise defined herein have the
respective meanings specified in the Registration Statement.

         In rendering this opinion, I have examined and relied upon a copy of
the Registration Statement. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.

         Based on the foregoing it is my opinion that:

         1.       Consumers is duly incorporated and validly existing under the
                  laws of the State of Michigan.

         2.       Consumers has the corporate power and authority to authorize
                  and deliver the new bonds pursuant to the Indenture.

         3.       The new bonds will be legally issued and binding obligations
                  of Consumers (except to the extent enforceability may be
                  limited by applicable bankruptcy, insolvency, reorganization,
                  moratorium, fraudulent transfer or other similar laws
                  affecting the enforcement of creditors' rights generally and
                  by the effect of general principles of equity, regardless of
                  whether enforceability is considered in

<PAGE>




                  a proceeding in equity or at law) when (i) the Registration
                  Statement, as finally amended (including any necessary
                  post-effective amendments) shall have become effective under
                  the Securities Act, and the Indenture shall have been
                  qualified under the Trust Indenture Act of 1939, as amended;
                  (ii) an appropriate prospectus with respect to the new bonds
                  shall have been filed with the Commission pursuant to Rule 424
                  under the Securities Act; and (iii) the new bonds shall be
                  duly authenticated by the Trustee and the new bonds shall have
                  been delivered to those holders of old bonds in exchange for
                  such old bonds pursuant to the Exchange Offer.

         For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to Consumers and that such laws will be
the only laws applicable to Consumers.

         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the exchange of the new bonds for the old
bonds.

         I am a member of the bar of the State of Michigan and I express no
opinion as to the laws of any jurisdiction other than the State of Michigan and
the federal law of the United States of America.

         I hereby consent to the filing of this opinion as an exhibit to
Consumers' Registration Statement relating to the new bonds and to all
references to me included in or made a part of the Registration Statement.

                                                   Very truly yours,

                                                   /s/ Robert C. Shrosbree

                                                   Robert C. Shrosbree

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</DOCUMENT>
