EXHIBIT 5.1
[LATHAM & WATKINS LLP LETTERHEAD]
February 4, 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)
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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 November 10, 2003, as amended by
Amendment No. 1 thereto filed with the Commission on December 23, 2003,
Amendment No. 2 thereto filed with the Commission on January 16, 2004 and
Amendment No. 3 thereto filed with the Commission on February 4, 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) we express
no opinion concerning the enforceability of any waiver of rights or defenses
with respect to stay, extension or usury laws; and (iv) 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]
February 4, 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, Amendment No. 2 thereto filed with the Commission on January 16, 2004 and
Amendment No. 3 thereto filed with the Commission on February 4, 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