Exhibit 5.1
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[Letterhead of MidAmerican Energy Holdings Company]
May 11, 1999
MidAmerican Energy Holdings Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657
Re: MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
Registration Statement on Form S-3 (File No. 333-62697)
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Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of MidAmerican Energy
Holdings Company, an Iowa corporation (the "Company"). I have served in such
capacity in connection with the Registration Statement on Form S-3, as amended
by Post-Effective Amendment No. 1 thereto (File No. 333-62697) (the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of the
sale by the Company from time to time of up to $1,926,587,500 aggregate
principal amount of (i) senior debt securities, subordinated debt securities and
convertible junior subordinated debt securities (collectively, the "Debt
Securities") of the Company, (ii) preferred stock, no par value (the "Preferred
Stock"), of the Company, (iii) common stock, no par value (the "Common Stock"),
of the Company, (iv) convertible preferred securities (the "Convertible
Preferred Securities") of CalEnergy Capital Trust IV, CalEnergy Capital Trust V
and CalEnergy Capital Trust VI, each a statutory business trust created under
the Business Trust Act of the State of Delaware (each, a "Trust" and,
collectively, the "Trusts"), and (v) guarantees of the Convertible Preferred
Securities by the Company.
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates, and other
instruments as I have deemed necessary or appropriate as a basis for the
opinions set forth herein.
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 2
In connection with the opinions expressed above, I have assumed that, at or
prior to the time of the delivery of any such security, (i) the Company or the
relevant Trust, as the case may be, shall have duly established the terms of
such security and duly authorized the issuance and sale of such security and
such authorization shall not have been modified or rescinded; (ii) such parties
other than the Company or the relevant Trust shall have the power, corporate or
other, to enter into and perform all obligations in accordance with the
documents to be executed by such parties and I have also assumed that upon the
execution and delivery by such parties of such documents that such documents
shall constitute valid and binding obligations of such parties; (iii) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded; and (iv) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. I have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company or the relevant Trust, or
any restriction imposed by any court or governmental body having jurisdiction
over the Company or the relevant Trust.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, I am of the opinion that:
1. Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors
of the Company and the proper filing with the Secretary of State of
the State of Iowa of Articles of Amendment relating to such series of
Preferred Stock, all necessary corporate action on the part of the
Company will have been taken to authorize the issuance and sale of
such series of Preferred Stock proposed to be sold by the Company, and
when such shares of Preferred Stock are issued and delivered in
accordance with the applicable underwriting or other agreement, such
shares of Preferred Stock will be validly issued, fully paid and
non-assessable and enforceable in accordance with their terms, except
as to the extent that enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) of general
principles of equity (regardless of whether considered in a proceeding
at law or in equity).
MidAmerican Energy Holdings Company
CalEnergy Capital Trust IV
CalEnergy Capital Trust V
CalEnergy Capital Trust VI
May 11, 1999
Page 3
2. When all necessary corporate action on the part of the Company
has been taken to authorize the issuance and sale of such shares of
Common Stock proposed to be sold by the Company under the Registration
Statement, including upon conversion of the Debt Securities, the
Preferred Stock or the Convertible Preferred Securities, and when such
shares of Common Stock are issued and delivered in accordance with the
applicable underwriting or other agreement, such shares of Common
Stock will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the State of Iowa and
the federal laws of the United States of America, and I express no opinion with
respect to the laws of any other country, state or jurisdiction.
I hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to the use of my name under the heading "Legal
Matters" in the Registration Statement and in the related prospectus or any
supplemental prospectus thereto.
This opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without my prior written consent.
Very truly yours,
/s/ John A. Rasmussen, Jr.
John A. Rasmussen, Jr.
Senior Vice President and General Counsel