[LETTERHEAD OF MIDAMERICAN ENERGY COMPANY]
May 10, 2001
MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303
Ladies and Gentlemen:
I am the Assistant General Counsel of MidAmerican Energy Company, an Iowa
corporation (the "Company"). I have served in such capacity in connection with
the Registration Statement (as defined below) on Form S-3 filed by 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").
The Company has provided me with a draft prospectus (the "Prospectus")
which is 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).
In my capacity as the Assistant General Counsel of the Company, I am
generally familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Preferred
Stock. I have made such legal and factual examinations and inquiries, including
an examination of originals and copies certified or otherwise identified to my
satisfaction, of all such documents, corporate records and instruments of the
Company as I have deemed necessary or appropriate for purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies. For
purposes of this opinion, I have assumed that proper proceedings in connection
with the authorization and issuance of the Preferred Stock will be timely and
properly completed, in accordance with all requirements of applicable federal
and Iowa laws, in the manner presently proposed.
As to facts material to the opinions, statements and assumptions expressed
herein, I have, with your consent, relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
In addition, I have obtained and relied upon such certificates and assurances
from public officials as I have deemed necessary.
MidAmerican Energy Company
May 10, 2001
Page 2
I am opining herein as to the effect on the Preferred Stock of the internal
laws of the State of Iowa, and I 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 Debt Securities under
the internal laws of the State of New York are addressed in the opinion of
Latham & Watkins, and I express no opinion with respect to those matters.
Based on and subject to the foregoing and the other qualifications set
forth herein, it is my opinion that, as of the date hereof, when (a) a series of
Preferred Stock has been duly established in accordance with the terms of the
Restated Articles of Incorporation of the Company, as amended (the "Articles of
Incorporation"), and applicable law, and upon adoption by the Board of Directors
of the Company of one or more articles of amendment to the Articles of
Incorporation in form and content as required by applicable law and upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s) and by such articles of amendment, (b) all consents, approvals and
authorizations from, declarations by and registrations and filings with
governmental authorities (including, without limitation, the Federal Energy
Regulatory Commission and the Illinois Commerce Commission) required for the
issuance and sale by the Company of the Preferred Stock have been obtained or
made, and (c) 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 such shares as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (ii) the Company has a sufficient number of authorized but
unissued shares under the Articles of Incorporation at the time of issuance,
(iii) such shares 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, (iv) such shares 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 (v) such shares are then issued
and sold as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), such shares of such series of Preferred Stock
will be validly issued, fully paid and nonassessable.
I consent to this opinion being filed as an exhibit to the Registration
Statement and to the reference to my name under the caption "Legal Matters" in
the Prospectus included therein.
This letter 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 my prior written
consent.
MidAmerican Energy Company
May 10, 2001
Page 3
Sincerely,
/s/ Paul J. Leighton
Paul J. Leighton, Esq.
Assistant General Counsel