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MidAmerican Energy Company
October 15, 2019
Page 2
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 Amendment to the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we 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 us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Companyand others.
We are not admitted or qualified to practice law in the State of Iowa. Therefore, we have relied upon the opinion of Jeffery B. Erb, special Iowa Counsel to the Company, filed as an exhibit to the Company’s Current Report on Form8-K, filed on October 15, 2019, with respect to matters governed by the laws of the State of Iowa.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, assuming the Company is validly existing and has all requisite power to execute, deliver and perform its obligations under, and has duly executed and delivered, the Base Indenture, the First Supplemental Indenture, the Eighth Supplemental Indenture, the Amendment to the Eighth Supplemental Indenture the Ninth Supplemental Indenture and the certificates evidencing the global Bonds (collectively, the “Specified Bond Documents”), and the Trustee has duly authorized and validly executed and delivered the Specified Bond Documents, and the Bonds have been authenticated in accordance with the terms of the Indenture, the Bonds are legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America. This opinion is limited to the effect of the current state of the laws of the State of New Yorkand the United States of America and the facts as they currently exist. We 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.