Exhibit 5.2
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| | | | Eastern Gas Transmission and Storage, Inc. |
| | | | 6603 West Broad Street |
| | | | Richmond, Virginia 23230 |
| | | | (804) 613-5100 Telephone |
| | | | E-mail: Anne.Bomar@bhegts.com |
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| | | | ANNE E. BOMAR |
| | | | Senior Vice President and General Counsel |
July 25, 2022
Eastern Gas Transmission and Storage, Inc.
6603 West Broad Street
Richmond, Virginia 23230
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of Eastern Gas Transmission and Storage, Inc., a Delaware corporation (the “Company”). The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement (File Number 333-266049) on Form S-4 initially filed on July 7, 2022, as subsequently amended on July 25, 2022 (as amended, 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 $110,883,000 aggregate principal amount of its 3.600% Senior Notes due 2024 (the “2024 Exchange Notes”), $425,807,000 aggregate principal amount of its 3.000% Senior Notes due 2029 (the “2029 Exchange Notes”), $345,944,000 aggregate principal amount of its 4.800% Senior Notes due 2043 (the “2043 Exchange Notes”), $443,678,000 aggregate principal amount of its 4.600% Senior Notes due 2044 (the “2044 Exchange Notes”) and $273,667,000 aggregate principal amount of its 3.900% Senior Notes due 2049 (the “2049 Exchange Notes” and, together with the 2024 Exchange Notes, 2029 Exchange Notes, 2043 Exchange Notes and 2044 Exchange Notes, the “Exchange Notes”) in exchange for up to $110,883,000 aggregate principal amount of its 3.600% Senior Notes due 2024 (the “2024 Initial Notes”), $425,807,000 aggregate principal amount of its 3.000% Senior Notes due 2029 (the “2029 Initial Notes”), $345,944,000 aggregate principal amount of its 4.800% Senior Notes due 2043 (the “2043 Initial Notes”), $443,678,000 aggregate principal amount of its 4.600% Senior Notes due 2044 (the “2044 Initial Notes”) and $273,667,000 aggregate principal amount of its 3.900% Senior Notes due 2049 (the “2049 Initial Notes” and, together with the 2024 Initial Notes, 2029 Initial Notes, 2043 Initial Notes and 2044 Initial Notes, the “Initial Notes”), respectively.
The Exchange Notes are to be issued pursuant to the Indenture, dated as of June 30, 2021 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), (i) as supplemented with respect to the 2049 Initial Notes by the First Supplemental Indenture, dated as of June 30, 2021, by and between the Company and the Trustee (the “First Supplemental Indenture”), (ii) as supplemented with respect to the 2044 Initial Notes by the Second Supplemental Indenture, dated as of June 30, 2021, by and between the Company and the Trustee (the “Second Supplemental Indenture”), (iii) as supplemented with respect to the 2043 Initial Notes by the Third Supplemental Indenture, dated as of June 30, 2021, by and between the Company and the Trustee (the “Third Supplemental Indenture”), (iv) as supplemented with respect to the 2029 Initial Notes by the Fourth Supplemental Indenture, dated as of June 30, 2021, by and between the Company and the Trustee (the “Fourth Supplemental Indenture”) and (v) as supplemented with respect to the 2024 Initial Notes by the Fifth Supplemental Indenture, dated as of June 30, 2021, by and between the Company and the Trustee (the “Fifth Supplemental Indenture” and, together with the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth 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