December 20, 2002
MidAmerican Energy Holdings Company
666 Grand Avenue
Des Moines, IA 50309
Re: Registration Statement on Form S-4
File No. 333-101699
Ladies and Gentlemen:
We are counsel to MidAmerican Energy Holdings Company, an Iowa corporation (the
"Registrant"), and have acted as such in connection with various legal matters
relating to the filing of a Registration Statement on Form S-4 (File No.
333-101699) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), covering up to $200,000,000 aggregate principal
amount of 4.625% Senior Notes due 2007 of the Registrant and $500,000,000
aggregate principal amount of 5.875% Senior Notes due 2012 of the Registrant
(collectively, the "New Notes") offered in exchange for all outstanding 4.625%
Senior Notes due 2007 of the Registrant and all outstanding 5.875% Senior Notes
due 2012 of the Registrant, respectively, originally issued and sold in reliance
upon an exemption from registration under the Securities Act (collectively, the
"Original Notes").
The Original Notes were issued under, and the New Notes are to be issued under,
one indenture, as supplemented by a supplemental indenture (collectively, as
supplemented, the "Indenture"), each dated as of October 4, 2002, entered into
between MidAmerican Energy Holdings Company and The Bank of New York, as trustee
(the "Trustee"). The exchange will be made pursuant to an exchange offer
contemplated by the Registration Statement (the "Exchange Offer"). Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
them in the prospectus included in the Registration Statement.
In so acting, we have examined originals or copies, certified or otherwise,
identified to our satisfaction, of (a) the Notes, (b) the Indentures, and (c)
the Articles of Incorporation, as amended, and the Amended and Restated By-Laws
of the Registrant.
We have also examined original, reproduced or certified copies of such records
of the Registrants as we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. In our examination and in rendering our opinions
contained herein, we have assumed (i) the genuineness of all signatures of all
parties other than the Registrant; (ii) the authenticity of all corporate
records, agreements, documents, instruments and certificates of the Registrant
submitted to us as originals, the conformity to original documents and
agreements of all documents and agreements submitted to us as
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December 20, 2002
Page 2
conformed, certified or photostatic copies thereof and the authenticity of the
originals of such conformed, certified or photostatic copies; (iii) the due
authorization, execution and delivery of all documents and agreements (including
the Notes and the Indentures) by all parties thereto (other than the Registrant)
and the binding effect of such documents and agreements on all such parties;
(iv) the legal right and power of all such parties other than the Registrant
under all applicable laws and regulations to enter into, execute and deliver
such agreements and documents; and (v) the capacity of natural persons. As to
all questions of fact material to such opinions, we have relied without
independent check or verification upon representations contained in the Notes
and the Indentures; certificates of the Registrant and its respective officers,
employees, agents and representatives; and certificates of public officials. We
have not independently investigated or verified the matters set forth therein.
A. Based on the foregoing, and subject to the qualifications set forth
below, we are of the opinion that:
1. The execution and delivery of the Indenture has been duly authorized
by the Registrant, and the Indenture constitutes legal, valid and
binding obligations enforceable against the Registrant in accordance
with the terms thereof.
2. The New Notes have been duly authorized by the Registrant and when
duly executed by the proper officers of the Registrant, duly
authenticated by the Trustee and issued by the Registrant in accordance
with the terms of the Indenture and the Exchange Offer, will constitute
legal, valid and binding obligations of the Registrant, will be
entitled to the benefits of the Indenture and will be enforceable
against the Registrant in accordance with the terms thereof.
B. The foregoing opinions are subject to the following qualifications:
The opinions set forth in paragraphs A1 and A2 above are qualified in
that the legality or enforceability of the documents referred to
therein may be (a) subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, (b) limited insofar as the remedies of specific performance
and injunctive and other forms of equitable relief may be subject to
equitable defenses and the discretion of the court before which any
enforcement thereof may be brought and (c) subject to general
principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity) including principles of
commercial reasonableness or conscionability and an implied covenant of
good faith and fair dealing.
This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. We do not express an
opinion as to matters arising under the
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December 20, 2002
Page 3
laws of any jurisdiction, other than the laws of the State of New York, the
Delaware General Corporation Law, and the Federal laws of the United States.
We hereby consent to being named as counsel for the Registrant in the
Registration Statement and under the caption "Legal Matters" in the prospectus
included in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher