[LETTERHEAD]

                               November 1, 1996





MidAmerican Energy Financing I
c/o MidAmerican Energy Company
666 Grand Avenue
P.O. Box 657
Des Moines, Iowa 50303-0657

          Re:  MIDAMERICAN ENERGY FINANCING I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for MidAmerican Energy
Financing I, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished to
you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a)  The Certificate of Trust of the Trust, dated October 24, 1996
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on October 31, 1996;

          (b)  The Trust Agreement of the Trust, dated as of October 31, 1996,
among MidAmerican Energy Company, an Iowa corporation ("MidAmerican"), and the
trustees of the Trust named therein;

          (c)  The Registration Statement (the"Registration Statement") on Form
S-3, including a preliminary prospectus and a prospectus supplement (the
"Prospectus"), relating to the __% Preferred Securities of the Trust, Series A,
representing preferred



MidAmerican Energy Financing I
November 1, 1996
Page 2

undivided beneficial interests in the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), as filed by MidAmerican, the Trust
and others as set forth therein with the Securities and Exchange Commission on
November 1, 1996;

          (d)  A form of Amended and Restated Trust Agreement of the Trust, to
be entered into among MidAmerican, the trustees of the Trust named therein, and
the holders, from time to time, of undivided beneficial interests in the Trust
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and

          (e)  A Certificate of Good Standing for the Trust, dated the date
hereof, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred




MidAmerican Energy Financing I
November 1, 1996
Page 3

Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such question s
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualification, limitations and
exceptions set forth herein, we are of the opinion that:

          1.   The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 DEL. C.
Section 3801, ET SEQ.

          2.   The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

          3.   The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                        Very truly yours,

                                        /s/ Richards, Layton & Finger