Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Munich Paris Prague Riyadh* Rome Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Los Angeles Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Washington, DC | | As set forth in the Registration Statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by Oncor Electric Delivery Company LLC, a Delaware limited liability company (the “Company”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offers to exchange (the “Exchange Offers”) (a) $600,000,000 aggregate principal amount of the Company’s 4.30% Senior Secured Notes due 2028 (the “4.30% 2028 Exchange Notes”) being registered under the Securities Act pursuant to the Registration Statement for any and all of the Company’s 4.30% Senior Secured Notes due 2028 issued in a private offering on May 11, 2023 (the “Outstanding 4.30% 2028 Notes”), (b) $800,000,000 aggregate principal amount of the Company’s 5.65% Senior Secured Notes due 2033 (the “5.65% 2033 Exchange Notes”) being registered under the Securities Act pursuant to the Registration Statement for any and all of the Company’s 5.65% Senior Secured Notes due 2033 issued in a private offering on November 13, 2023 (the “Outstanding 5.65% 2033 Notes”), and (c) $400,000,000 aggregate principal amount of the Company’s 4.95% Senior Secured Notes due 2052 (the “4.95% 2052 Exchange Notes” and together with the 4.30% 2028 Exchange Notes and the 5.65% 2033 Exchange Notes, the “Exchange Notes”) being registered under the Securities Act pursuant to the Registration Statement for any and all of the Company’s 4.95% Senior Secured Notes due 2052 issued in a private offering on May 11, 2023 (the “Outstanding 4.95% 2052 Notes” and together with the Outstanding 4.30% 2028 Notes and the Outstanding 5.65% 2033 Notes, the “Outstanding Notes”), we are passing upon certain legal matters in connection with the issuance of the Exchange Notes by the Company. The Exchange Notes are to be issued under the indenture dated as of August 1, 2002, as amended and supplemented, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, formerly The Bank of New York), as trustee (the “Indenture”). In our capacity as counsel to the Company in connection with the matters referred to above, we have examined (i) the Company’s Certificate of Formation and Third Amended and Restated Limited Liability Company Agreement, as amended to date, (ii) the originals, or copies certified or otherwise identified, of the Indenture and of corporate records of the Company, including minute books of the Company, as furnished to us by the Company, (iii) the form of Exchange Notes, and (iv) certificates of public officials and of representatives of the Company, statutes and other instruments and documents we deemed necessary as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company with respect to the accuracy of the material factual matters contained in such certificates. We have assumed that (i) the signatures on all documents examined by us are genuine and that all documents submitted to us as originals are authentic and that all documents submitted to us as certified or photostatic copies conform to the originals thereof, (ii) each natural person signing any document reviewed by us had the legal capacity to do so, (iii) each person signing in a representative capacity (other than on behalf of the Company) any document reviewed by us had authority to sign in such capacity, and (iv) each of the Indenture and the Exchange Notes has been duly authorized, executed and delivered by the parties thereto (other than the Company) in substantially the form reviewed by us and represents a legal, valid and binding obligation of such parties (except with respect to the Company, to the extent covered in our opinions below). We also have assumed that (i) prior to the commencement of the Exchange Offers, the Registration Statement will have become effective under the Securities Act and the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the Exchange Notes will have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange Offers as contemplated in the Registration Statement. |
