Attached files
file | filename |
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EX-5.1 - EX-5.1 - MIDAMERICAN FUNDING LLC | d487805dex51.htm |
EX-4.2 - EX-4.2 - MIDAMERICAN FUNDING LLC | d487805dex42.htm |
EX-4.1 - EX-4.1 - MIDAMERICAN FUNDING LLC | d487805dex41.htm |
EX-1.1 - EX-1.1 - MIDAMERICAN FUNDING LLC | d487805dex11.htm |
8-K - FORM 8-K - MIDAMERICAN FUNDING LLC | d487805d8k.htm |
Exhibit 5.2
MidAmerican Energy Company | ||
P.O. Box 657 | ||
Des Moines, Iowa 50303-0657 | ||
(515) 242-4099 Telephone | ||
(515) 281-2460 Fax | ||
E-mail: pjleighton@midamerican.com | ||
PAUL J. LEIGHTON | ||
Vice President, Corporate Secretary & Assistant General Counsel |
February 1, 2018
MidAmerican Energy Company, Suite 500
666 Grand Avenue
Des Moines, Iowa 50309-2580
Ladies and Gentlemen:
I am the Assistant General Counsel of MidAmerican Energy Company, an Iowa corporation (the Company) and am an attorney authorized to practice law in the State of Iowa. I have served in such capacity in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form S-3, file no. 333-206980 (the Registration Statement), under the Securities Act of 1933, as amended (the Securities Act), the prospectus included therein, the preliminary prospectus supplement, dated January 29, 2018, filed with the Commission on January 29, 2018 pursuant to Rule 424(b) of the Securities Act (the Preliminary Prospectus Supplement), the final prospectus supplement, dated as of January 29, 2018, filed with the Commission on January 30, 2018 pursuant to Rule 424(b) of the Securities Act (the Final Prospectus Supplement and, collectively with the Preliminary Prospectus Supplement, the Prospectus Supplement), and the offering by the Company pursuant thereto of $700,000,000 aggregate principal amount of the Companys 3.65% First Mortgage Bonds due 2048 (the Bonds).
The Bonds have been issued pursuant to the Indenture, dated as of September 9, 2013 (the Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (the Trustee), as amended by the First Supplemental Indenture, dated as of September 19, 2013 (the First Supplemental Indenture), as supplemented by the Seventh Supplemental Indenture, dated as of February 1, 2018 (the Seventh Supplemental Indenture) between the Company and the Trustee.
In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Seventh Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
MidAmerican Energy Company
February 1, 2018
Page 2
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:
1. The Company is validly existing under the laws of its jurisdiction of incorporation and has all requisite power to execute, deliver and perform its obligations under the Base Indenture, the First Supplemental Indenture, the Seventh Supplemental Indenture and the certificates evidencing the global Bonds.
2. The Base Indenture, the First Supplemental Indenture, the Seventh Supplemental Indenture and the certificates evidencing the global Bonds have been duly authorized by all necessary corporate or other action and have been duly executed and delivered by the Company.
I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Iowa and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of Iowa, the United States of America and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption Legal Matters in the Registration Statement and the Prospectus Supplement. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Sincerely, |
/s/ Paul J. Leighton, Esq. |
Paul J. Leighton, Esq. Assistant General Counsel |