Exhibit 5(b)
[Letterhead of Kentucky Utilities Company]
April 1, 2019
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Ladies and Gentlemen:
I am General Counsel, Chief Compliance Officer and Corporate Secretary of Kentucky Utilities Company, a Kentucky and Virginia corporation (the “Company”). In this capacity, I have acted as counsel to the Company in connection with the issuance and sale of $300,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, 4.375% Series due 2045 (the “Bonds”). The Bonds are covered by the Registration Statement on FormS-3 (RegistrationNo. 333-223142-01, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), 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 an Indenture, dated as of October 1, 2010, of the Company to The Bank of New York Mellon, as trustee (the “Trustee”), as heretofore amended and supplemented and as further supplemented by Supplemental Indenture No. 7 (the “Supplemental Indenture”), dated as of March 1, 2019, providing for the Bonds (such Indenture, as so supplemented, being referred to herein as the “Indenture”). The Bonds are being sold pursuant to the Underwriting Agreement, dated March 18, 2019 (the “Underwriting Agreement”), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein.
In connection with such issuance and sale, I, or Company attorneys under my supervision, have examined:
(a) The Indenture, including the Supplemental Indenture and the Officer’s Certificates pursuant to Section 301 of the Indenture, establishing certain terms of the Bonds;
(b) The Bonds;
(c) The Amended and Restated Articles of Incorporation and the Bylaws of the Company, in each case as in effect on the date hereof;
(d) The resolutions of the Board of Directors of the Company, adopted by unanimous written consent, dated June 22, 2018;
(e) The steps and proceedings in connection with the authorization of the Indenture, the Supplemental Indenture and the Bonds;
(f) The Underwriting Agreement;
(g) The Orders of the Public Service Commission of Kentucky dated June 27, 2018, as amended by orders dated July 17, 2018 and August 3, 2018, the State Corporation Commission of Virginia dated July 5, 2018 and the Tennessee Public Utilities Commission dated August 16, 2018, in connection with the issuance of the Bonds; and
(h) The Registration Statement and the Prospectus.