[LATHAM & WATKINS LETTERHEAD]





                                          May 10, 2001



MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303

     Re:  $500,000,000 Aggregate Offering Price of Securities of MidAmerican
          Energy Company

Ladies and Gentlemen:

     In connection with the Registration Statement on Form S-3 filed by
MidAmerican Energy Company, an Iowa corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on April 27, 2001 (File No.
333-59760), as amended by Amendment No. 1 filed with the Commission on the date
hereof (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.

     You have provided us with a draft prospectus (the "Prospectus") which is a
part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each, a
"Prospectus Supplement"). The Prospectus, as supplemented by various Prospectus
Supplements, will provide for the registration by the Company of up to
$500,000,000 aggregate offering price of (i) one or more series of senior or
subordinated debt securities (the "Debt Securities"), and (ii) one or more
series of preferred stock, no par value per share (the "Preferred Stock"). The
Debt Securities may be issued pursuant to one or more indentures (each, an
"Indenture"), in each case between the Company and a trustee (each, a
"Trustee").

     In our capacity as your special counsel in connection with the Registration
Statement, we are generally familiar with the proceedings taken and proposed to
be taken by the Company in connection with the authorization and issuance of the
Debt Securities. We have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of all such documents, corporate records and
instruments of the Company as we have deemed necessary or appropriate for
purposes of this opinion. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted to
us as copies. For purposes of this opinion, we





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MidAmerican Energy Company
May 10, 2001
Page 2


have assumed that proper proceedings in connection with the authorization and
issuance of the Debt Securities will be timely and properly completed, in
accordance with all requirements of applicable federal, New York and Iowa laws,
in the manner presently proposed.

     As to facts material to the opinions, statements and assumptions expressed
herein, we have, with your consent, relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
In addition, we have obtained and relied upon such certificates and assurances
from public officials as we have deemed necessary.

     We are opining herein as to the effect on the Debt Securities of the
internal laws of the State of New York, and we express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local
agencies within any state. Certain issues involving the Preferred Stock under
the internal laws of the State of Iowa are addressed in the opinion of Paul J.
Leighton, Esq., Assistant General Counsel of the Company, and we express no
opinion with respect to those matters.

     Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof, when (a) the Debt Securities have
been duly established in accordance with the applicable Indenture and applicable
law, and upon adoption by the Board of Directors of the Company of a resolution
in form and content as required by applicable law and upon due authentication,
execution and delivery by the Trustee of the Debt Securities on behalf of the
Company against payment therefor in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, and (b) the Registration Statement and any required post-effective
amendment thereto and any and all Prospectus Supplement(s) required by
applicable law have all become effective under the Securities Act, and assuming
that (i) the terms of the Debt Securities as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), (ii) the Debt Securities as executed and delivered do
not violate any law applicable to the Company or result in a default under or
breach of any agreement or instrument binding upon the Company, (iii) the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company or
otherwise, and (iv) the Debt Securities are then issued and sold as contemplated
in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.

     The opinions set forth in the immediately preceding paragraph are subject
to the following exceptions, limitations and qualifications: (i) such opinions
are subject to the effect of bankruptcy, insolvency, reorganization, moratorium,
or other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (ii) such opinions are subject to



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MidAmerican Energy Company
May 10, 2001
Page 3


the effect of general principles of equity, regardless of whether enforcement is
considered in a proceeding in equity or at law, and the discretion of the court
before which any proceeding therefor may be brought; (iii) such opinions are
subject to the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; (iv) we express no opinion concerning
the enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.

     We have not been requested to express, and with your knowledge and consent
do not render, any opinion as to the applicability to the obligations of the
Company under the Debt Securities of Sections 547 and 548 of the United States
Bankruptcy Code or applicable state law (including, without limitation, Article
10 of the New York Debtor and Creditor Law) relating to preferences and
fraudulent transfers and obligations.

     We assume for purposes of this opinion that (i) the Company has been duly
organized, is validly existing, and is in good standing as a corporation under
the laws of the State of Iowa and has the corporate power and authority to issue
and sell the Debt Securities and to execute, deliver and perform its obligations
under the applicable Indenture; (ii) the Debt Securities have been duly
authorized by all necessary corporate action by the Company; (iii) the
applicable Indenture has been duly authorized by all necessary corporate action
by the Company, has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms; (iv) the Trustee for each
applicable Indenture has been duly organized, is validly existing and is in good
standing under the laws of its jurisdiction of organization; (v) the Trustee is
duly qualified to engage in the activities contemplated by the applicable
Indenture; (vi) the applicable Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding obligation
of the Trustee, enforceable against the Trustee in accordance with its terms;
(vii) the Trustee is in compliance, generally and with respect to acting as
Trustee under the applicable Indenture, with all applicable laws and
regulations; and (viii) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the applicable Indenture.

     We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.



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MidAmerican Energy Company
May 10, 2001
Page 4


     This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to, or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.

                                                          Very truly yours,

                                                          /s/ Latham & Watkins