Exhibit 5.1
BOSTON LATHAM & WATKINS NEW YORK
BRUSSELS ATTORNEYS AT LAW NORTHERN VIRGINIA
CHICAGO www.lw.com ORANGE COUNTY
FRANKFURT PARIS
HAMBURG ____________________ SAN DIEGO
HONG KONG SAN FRANCISCO
LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MILAN TOKYO
MOSCOW WASHINGTON, D.C.
NEW JERSEY
December 26, 2002
FILE NO. 022745-0109
MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303
Re: MidAmerican Energy Company; Registration Statement on
Form S-3 (Registration No. 333-101800)
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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 December 12, 2002, as amended
by Amendment No. 1 filed with the Commission on the date hereof (File No.
333-101800) (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 $600,000,000 aggregate offering price of
(i) one or more series of senior or subordinated debt securities of the Company
(the "Debt Securities"), and (ii) one or more series of preferred stock of the
Company, 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 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.
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53rd at Third o 885 Third Avenue o New York, New York 10022-4802
TELEPHONE: (212) 906-1200 o FAX: (212) 751-4864
LATHAN & WATKINS
MidAmerican Energy Company
December 26, 2002
Page 2
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 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
LATHAN & WATKINS
MidAmerican Energy Company
December 26, 2002
Page 3
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.
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