Exhibit 5(e)
[Letterhead of Stoll Keenon Ogden PLLC]
April 1, 2019
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Ladies and Gentlemen:
We are acting as special counsel to Kentucky Utilities Company (the “Company”) in connection with the issuance and sale by the Company of $300,000,000.00 of the Company’s 4.375% First Mortgage Bonds due 2045 (the “Bonds”). The Bonds are covered by the Registration Statement on FormS-3 (RegistrationNo. 333-223142-01) dated February 22, 2018 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), the Bonds and related prospectus, dated February 22, 2018, as supplemented by the prospectus supplement dated March 18, 2019 relating to the offer and sale of the Bonds (as so supplemented, the “Prospectus”). The Bonds are being issued under the Company’s Indenture dated as of October 1, 2010, as supplemented (the “Indenture”), to The Bank of New York Mellon, as Trustee.
We have reviewed the Indenture, the Officer’s Certificates of the Company dated September 28, 2015, and April 1, 2019, pursuant to Sections 201 and 301 of the Indenture, establishing the terms and characteristics of the Bonds, and the records of various corporate and other actions taken by the Company in connection with the issuance of the Bonds. As to various questions of fact relevant to the opinions set forth below, we have relied upon certificates and other oral and written assurances of public officials and officers or other employees of the Company, its subsidiaries and its affiliates. In addition, we have reviewed such other documents and satisfied ourselves as to such other matters as we have deemed appropriate in order to render this opinion. We understand the Registration Statement has become effective under the Securities Act and we assume that at the time of issuance of the Bonds, such effectiveness shall not have been terminated or rescinded and that there shall not have been any change in law or any authorization affecting the legality or validity of the Bonds.
Based on the foregoing and, to the extent indicated below, in reliance upon the opinion of other counsel hereinafter mentioned, we are of the opinion that the Bonds, when issued and delivered by the Company and authenticated by the Trustee in accordance with the Indenture and as contemplated in the Registration Statement, will be legally issued and binding obligations of the Company.
Our opinion as to the legal and binding nature of the Company’s obligations is subject to laws relating to or affecting generally the enforcement of creditors’ and mortgagees’ rights, including, without limitation, bankruptcy, insolvency or reorganization laws and general principles of equity and by requirements of reasonableness, good faith and fair dealing. We express no opinion with respect to the lien of the Indenture.
