Exhibit 5.1
March 6, 2019
Union Electric Company
1901 Chouteau Avenue
St. Louis, Missouri 63103
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Union Electric Company, a Missouri corporation (the “Company”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormS-3 (RegistrationNo. 333-222108-02) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of an indeterminate amount of securities, which became effective on December 15, 2017. On March 6, 2019, the Company issued and sold $450,000,000 principal amount of its 3.50% First Mortgage Bonds due 2029 (the “Bonds”) under the Company’s Indenture of Mortgage and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of New York Mellon, as successor trustee (the “Trustee”), as heretofore amended and supplemented by various supplemental indentures, and as now being further amended and supplemented by a supplemental indenture, dated as of March 1, 2019 (as so amended and supplemented pursuant to the terms thereof, the “Mortgage”).
In connection with the issuance and sale of the Bonds by the Company, I, or attorneys under my supervision, have reviewed originals (or copies certified or otherwise identified to my satisfaction) of (1) the Registration Statement; (2) a prospectus dated December 15, 2017 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated March 4, 2019 (the “Prospectus Supplement”) relating to the Bonds, both such Base Prospectus and Prospectus Supplement filed pursuant to Rule 424 under the Securities Act; (3) the Company’s Restated Articles of Incorporation and Bylaws, as amended, each as in effect on the date hereof; (4) the Mortgage; (5) a specimen of the Bonds; and (6) corporate and other documents, records and papers and certificates of public officials. In addition, I, or attorneys under my supervision, have reviewed such other documents and materials as I, or attorneys under my supervision, have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents. I have relied upon a certificate of the Trustee as to the authentication and delivery of the Bonds under the Mortgage.
On the basis of such review, I am of the opinion that the Bonds are the valid and legally binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting mortgagees’ and other creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
