EXHIBIT 5.1
[LATHAM & WATKINS LLP LETTERHEAD]
January 16, 2004
MidAmerican Energy Company
666 Grand Avenue
Des Moines, Iowa 50303
Re: MidAmerican Energy Company; Registration Statement on
Form S-3 (Registration No. 333-110398)
------------------------------------------------------------
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 November 10, 2003, as amended by
Amendment No. 1 thereto filed with the Commission on December 23, 2003 and
Amendment No. 2 thereto filed with the Commission on January 16, 2004 (File No.
333-110398) (the "Registration Statement"), you have requested our opinion with
respect to the matters set forth below.
You have provided us with a prospectus dated the date hereof (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 $880,000,000 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 in the form attached as
Exhibit 4.1 or Exhibit 4.2 to the Registration Statement (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 only as to the effect on the Debt Securities of the
internal laws of the State of New York. 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. With respect to the opinions expressed in clause (1)
of the following paragraph, to the extent they involve matters arising under
the laws of the State of Iowa, we have with your consent relied exclusively on
the opinion of Paul J. Leighton, Esq., Assistant General
Counsel of the Company, a copy of which is attached hereto as Exhibit A,
subject to all of the assumptions, limitations and qualifications set forth
therein.
Subject to the foregoing and the other qualifications set forth herein, it
is our opinion that, as of the date hereof, (1) (a) the Company is a
corporation under the Iowa Business Corporation Act, is validly existing and is
in good standing 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 and (b) the
Debt Securities have been duly authorized by all necessary corporate action by
the Company, subject to further action of the Board of Directors of the
Company, or a committee authorized to act on behalf of the Board of Directors
of the Company, authorizing the price or prices and other terms of the Debt
Securities at the time of any issuance, and (2) when (a) the applicable
Indenture has been duly authorized by all necessary corporate action by the
Company and the Trustee, has been duly executed and delivered by the Company
and the Trustee and constitutes a legal, valid and binding obligation of the
Company and the Trustee enforceable against the Company and the Trustee in
accordance with its terms, (b) 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 (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 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); (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.
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
EXHIBIT A
OPINION OF
PAUL J. LEIGHTON, ESQ
[LETTERHEAD OF MIDAMERICAN ENERGY COMPANY]
January 16, 2004
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
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 November 10,
2003, as amended by Amendment No. 1 thereto filed with the Commission on
December 23, 2003 and Amendment No. 2 thereto filed with the Commission on
January 16, 2004 (File No. 333-110398) (the "Registration Statement").
The Company has provided me with a prospectus dated the date hereof (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 $880,000,000 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 Debt Securities may be issued pursuant to one or more indentures in
the form attached as Exhibit 4.1 or Exhibit 4.2 to the Registration Statement
(each, an "Indenture"), in each case between the Company and a trustee.
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 Debt
Securities. 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.
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.
I am opining herein as to the effect on the Debt Securities 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.
Based on and subject to the foregoing, it is my opinion that, as of the
date hereof, (a) the Company is a corporation under the Iowa Business
Corporation Act, is validly existing and is in good standing 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 and (b) the Debt Securities have been duly authorized by all
necessary corporate action by the Company, subject to further action of the
Board of Directors of the Company, or a committee authorized to act on behalf
of the Board of Directors of the Company, authorizing the price or prices and
other terms of the Debt Securities at the time of any issuance.
I consent to this opinion being attached as an exhibit to the opinion of
Latham & Watkins LLP of even date herewith filed as an exhibit to the
Registration Statement.
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.
Sincerely,
/s/ Paul J. Leighton
Paul J. Leighton, Esq.
Assistant General Counsel