Exhibit 5.1
| | | | |
 | | | | Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com |
January 9, 2019
MidAmerican Energy Company, Suite 500
666 Grant Avenue
Des Moines, Iowa 50309-2580
Re: MidAmerican Energy Company
Registration Statement on FormS-3 (FileNo. 333-225916)
Ladies and Gentlemen:
We have acted as counsel to MidAmerican Energy Company, an Iowa corporation (the “Company”),in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on FormS-3, file no.333-225916 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the preliminary prospectus supplement, dated January 7, 2019, filed with the Commission on January 7, 2019 pursuant to Rule 424(b) of the Securities Act (the “Preliminary Prospectus Supplement”), the final prospectus supplement, dated as of January 7, 2019, filed with the Commission on January 8, 2019 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 $600,000,000 aggregate principal amount of the Company’s 3.65% First Mortgage Bonds due 2029 (the “2029 Bonds”) and $900,000,000 aggregate principal amount of the Company’s 4.25% First Mortgage Bonds due 2049 (the “2049 Bonds” and together with the 2029 Bonds, the “Bonds”).
The Bonds have been issued pursuant to the Indenture, dated as of September 9, 2013 (the “Base Indenture”), between the Companyand 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 Eighth Supplemental Indenture, dated as of January 9, 2019 (the “Eighth Supplemental Indenture” and together with the Base Indenture and the First Supplemental Indenture, the “Indenture”) between the Companyand the Trustee.
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Eighth Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the
Beijing• Brussels• Century City• Dallas• Denver• Dubai• Frankfurt• Hong Kong• Houston• London• Los Angeles• Munich
New York• Orange County• Palo Alto• Paris• San Francisco• São Paulo• Singapore• Washington, D.C.