Exhibit 5.1
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| | HUNTON ANDREWS KURTH LLP FILE NO: 55788.71 |
March 17, 2022
DTE Electric Company
DTE Electric Securitization Funding I LLC
One Energy Plaza
Detroit, Michigan 48226-1279
Registration Statement on Form SF-1
Ladies and Gentlemen:
We have acted as counsel to DTE Electric Company, a Michigan corporation (“DTE”), and DTE Electric Securitization Funding I LLC, a Delaware limited liability company (the “Company”), in connection with the issuance and sale of $235,800,000 aggregate principal amount of the Company’s Senior Secured Securitization Bonds, Series 2022A (the “Bonds”), covered by the Registration Statement on Form SF-1 (Registration Nos. 333-261612 and 333-261612-01) filed on December 13, 2021 and as amended by (i) Amendment No. 1 thereto filed on February 14, 2022 and (ii) Amendment No. 2 thereto filed on February 24, 2022 (collectively, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and the final prospectus, dated March 10, 2022, which was filed with the Commission pursuant to Rule 424(b)(1) of the rules and regulations of the Commission. The Bonds were issued under an Indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), as supplemented by a Series Supplement (the “Series Supplement” and, together with the Base Indenture, the “Indenture”) between the Company and the Indenture Trustee. The Bonds were sold pursuant to the terms of the Underwriting Agreement, dated March 10, 2022 (the “Underwriting Agreement”), among the Company, DTE and the underwriters named therein.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We are familiar with the proceedings taken by the Company in connection with the authorization, issuance and sale of the Bonds. In rendering the opinion expressed below, we have examined and relied upon copies of the Registration Statement and the exhibits filed therewith, and the Indenture. We have also examined copies of originals, certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this