Exhibit 5(c)
[Letterhead of Pillsbury Winthrop Shaw Pittman LLP]
April 1, 2019
Louisville Gas and Electric Company
220 West Main Street
Louisville, Kentucky 40202
Ladies and Gentlemen:
We have acted as special counsel to Louisville Gas and Electric Company (the “Company”) in connection with the issuance and sale by the Company of $400,000,000 in aggregate principal amount of its First Mortgage Bonds, 4.25% Series due 2049 (the “Bonds”). The Bonds are covered by the Registration Statement on FormS-3 (RegistrationNo. 333-223142-02, 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 thereto, (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”), between 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.
We have reviewed and are familiar with the Registration Statement, the Prospectus, the Indenture (including the Supplemental Indenture and the Officer’s Certificate pursuant to Section 301 of the Indenture, establishing certain terms of the Bonds, and the forms of Bond), the Underwriting Agreement and such other documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for our opinion in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons. We understand that the Registration Statement has become effective under the Act and we assume that such effectiveness has not been terminated or rescinded.