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                              EXHIBIT NO. (5)<PAGE>
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                                                          EXHIBIT (5)


                                CMS ENERGY


Facsimile -- (517) 788-0768                          Denise M Sturdy
Writer's Direct Dial Number -- (517) 788-0179        Assistant General
                                                       Counsel



                                         February 28, 1996


CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI  48126


Gentlemen:

          I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation (the "Company"), and have acted as such in connection
with the Registration Statement on Form S-3 (the "Registration Statement")
being filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of $125,000,000 aggregate
principal amount of General Term Notes (the "Debt Securities").

          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.   The Company is duly incorporated and validly existing under
               the laws of the State of Michigan.

          2.   The Indenture dated as of January 15, 1994, as supplemented
               (the "Indenture"), between the Company and The Chase
               Manhattan Bank (National Association), as trustee (the
               "Trustee"), has been duly authorized, executed and
               delivered and the Company has the corporate power and
               authority to execute and deliver the Second Supplemental
               Indenture to the Indenture (the "Supplemental Indenture")
               between the Company and The Chase Manhattan Bank (National
               Association), as Trustee, to be filed as
               Exhibit (4)(a)(iii) to the Registration Statement, under
               which the Debt Securities are to be issued, and to
               authorize and sell the Debt Securities.

          3.   The Debt Securities will be legally issued and binding
               obligations of the Company (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 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 (including any necessary supplemental indenture)
               shall have been qualified under the Trust Indenture Act of
               1939, as amended, and duly executed and delivered by the
               Company and the Trustee; (ii) an appropriate Pricing
               Supplement with respect to the particular Debt Securities
               then being sold by the Company shall have been filed (or
               mailed for filing) with the Commission pursuant to Rule 424
               under the Securities Act; (iii) the Company's Board of
               Directors or a duly authorized committee thereof shall have
               duly adopted final resolutions authorizing the issuance and
               sale of the particular Debt Securities then being sold by
               the Company as contemplated by the Registration Statement
               and the Indenture; and (iv) the Second Supplemental
               Indenture under which the Debt Securities are to be issued
               has been duly authorized, executed and delivered, and the
               particular Debt Securities then being sold by the Company
               shall have been duly executed and authenticated as provided
               in the Indenture and such resolutions and shall have been
               duly delivered to the purchasers thereof against payment of
               the agreed consideration therefor.

          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 sale of the Debt
Securities.

          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
the Company's Registration Statement on Form S-3 relating to the Debt
Securities and to all references to me included in or made a part of the
Registration Statement.

                                         Very truly yours,

                                         /s/ Denise M Sturdy
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