Exhibit 5.1
December 15, 2023
Eastern Energy Gas Holdings, LLC
10700 Energy Way
Glen Allen, Virginia 23060
Re: | Eastern Energy Gas Holdings, LLC |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Eastern Energy Gas Holdings, LLC, a Virginia limited liability company (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act of the Company’s senior debt securities (the “Securities”). The Securities are to be issued under the indenture (the “Base Indenture”), dated as of October 1, 2013, by and between the Company (formerly known as Dominion Energy Gas Holdings, LLC) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
In arriving at the opinion 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, a form of the Securities 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 this opinion. In our examination, we have assumed 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 this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
We have assumed without independent investigation that:
(i) at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;
(ii) at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;
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