EXHIBIT 5.1
[LATHAM & WATKINS LLP LETTERHEAD]
November 10, 2003
MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303
Re: MidAmerican Energy Company; Registration Statement on
Form S-3 (Registration No. 333- )
-----------------------------------------------------
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 the date hereof (File No.
333- ) (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 $455,000,000 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. For purposes of this opinion, we have
assumed that proceedings to be taken in the future will be timely and properly
completed in the manner proposed. In addition, we have examined such matters of
fact and questions of law as we have considered appropriate for purposes of
this letter.
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 the legally valid and 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) 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) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law (including the possible
unavailability of specific performance or injunctive relief), concepts of
materiality, reasonableness, good faith and fair dealing, and the discretion of
the court before which any proceeding therefor may be brought; (iii) 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 the 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.
With your consent, we have assumed 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 LLP