Exhibit 5.2
| | |
| | Berkshire Hathaway Energy Company |
| | P.O. Box 657 |
| | Des Moines, Iowa 50306-0657 |
| | (503) 813-5372 Telephone |
| | E-mail: JBErb@brkenergy.com |
| |
| | JEFFERY B. ERB |
| | Vice President, Chief Corporate Counsel & Corporate Secretary |
January 22, 2021
Berkshire Hathaway Energy Company
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
Ladies and Gentlemen:
I am the Vice President, Chief Corporate Counsel & Corporate Secretary of Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”). The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-4 (the “Registration Statement”), under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the prospectus included therein in connection with the offering by the Company of up to $1,250,000,000 aggregate principal amount of its 4.050% Senior Notes due 2025 (the “2025 Exchange Notes”), $1,100,000,000 aggregate principal amount of its 3.700% Senior Notes due 2030 (the “2030 Exchange Notes”), $500,000,000 aggregate principal amount of its 1.650% Senior Notes due 2031 (the “2031 Exchange Notes”), $900,000,000 aggregate principal amount of its 4.250% Senior Notes due 2050 (the “2050 Exchange Notes”) and $1,500,000,000 aggregate principal amount of its 2.850% Senior Notes due 2051 (the “2051 Exchange Notes” and, together with the 2025 Exchange Notes, the 2030 Exchange Notes, the 2031 Exchange Notes and the 2050 Exchange Notes, the “Exchange Notes”) in exchange for up to $1,250,000,000 aggregate principal amount of its 4.050% Senior Notes due 2025 (the “2025 Initial Notes”), $1,100,000,000 aggregate principal amount of its 3.700% Senior Notes due 2030 (the “2030 Initial Notes”), $500,000,000 aggregate principal amount of its 1.650% Senior Notes due 2031 (the “2031 Initial Notes”), $900,000,000 aggregate principal amount of its 4.250% Senior Notes due 2050 (the “2050 Initial Notes”) and $1,500,000,000 aggregate principal amount of its 2.850% Senior Notes due 2051 (the “2051 Initial Notes” and, together with the 2025 Initial Notes, the 2030 Initial Notes, the 2031 Initial Notes and the 2050 Initial Notes, the “Initial Notes”).
The Exchange Notes are to be issued pursuant to the Indenture, dated as of October 4, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as amended by the Second Supplemental Indenture thereto, dated as of May 16, 2003, the Fourth Supplemental Indenture, dated March 24, 2006, the Fifth Supplemental Indenture, dated as of May 11, 2007 (as so amended, the “Base Indenture”), (i) as supplemented with respect to the 2025 Initial Notes by the Fourteenth Supplemental Indenture, dated as of March 24, 2020, by and between the Company and the Trustee (the “Fourteenth Supplemental Indenture”), (ii) as supplemented with respect to the 2030 Initial Notes and the 2050 Initial Notes by the Fifteenth Supplemental Indenture, dated as of March 27, 2020, by and between the Company and the Trustee (the “Fifteenth Supplemental Indenture”), and (iii) as amended and supplemented with respect to the 2031 Initial Notes and the 2051 Initial Notes by the Sixteenth Supplemental Indenture, dated as of October 29, 2020, by and between the Company and the Trustee (the “Sixteenth Supplemental Indenture” and, together with the Fourteenth Supplemental Indenture and the Fifteenth Supplemental Indenture, the “Supplemental Indentures”). The Base Indenture, as amended and supplemented by the Supplemental Indentures, is referred to herein as the “Indenture”.
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 Indenture, the Initial Notes and the Exchange Notes 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 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.
