Attached files
file | filename |
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EX-5.1 - EX-5.1 - MIDAMERICAN ENERGY CO | d60461dex51.htm |
EX-4.3 - EX-4.3 - MIDAMERICAN ENERGY CO | d60461dex43.htm |
EX-1.1 - EX-1.1 - MIDAMERICAN ENERGY CO | d60461dex11.htm |
8-K - FORM 8-K - MIDAMERICAN ENERGY CO | d60461d8k.htm |
Exhibit 5.2
|
Jeffery B. Erb Vice President, Chief Corporate Counsel and Corporate Secretary of Berkshire Hathaway Energy Company, as appointed counsel for MidAmerican Energy Company 825 NE Multnomah Street, Suite 2000 Portland, Oregon 97232 503.813.5372 direct 503.813.6438 fax JBErb@brkenergy.com |
July 22, 2021
MidAmerican Energy Company, Suite 500
666 Grand Avenue
Des Moines, Iowa 50309-2580
Ladies and Gentlemen:
I am the Vice President, Chief Corporate Counsel and Corporate Secretary of Berkshire Hathaway Energy Company, as appointed counsel for MidAmerican Energy Company, an Iowa corporation (the Company), am an attorney authorized to practice law in the State of Iowa and have acted as counsel to the Company in connection with the offering by the Company of $500,000,000 aggregate principal amount of the Companys 2.70% First Mortgage Bonds due 2052 (the Bonds). The Bonds have been offered pursuant to the Registration Statement on Form S-3, file no. 333-257069 (the Registration Statement), filed by the Company under the Securities Act of 1933, as amended (the Securities Act), the prospectus included therein, the preliminary prospectus supplement, dated July 20, 2021, filed with the Commission on July 20, 2021 pursuant to Rule 424(b) of the Securities Act (the Preliminary Prospectus Supplement), and the final prospectus supplement, dated as of July 20, 2021, filed with the Commission on July 21, 2021 pursuant to Rule 424(b) of the Securities Act (the Final Prospectus Supplement and, collectively with the Preliminary Prospectus Supplement, the Prospectus Supplement).
The Bonds have been issued pursuant to the Indenture, dated as of September 9, 2013 (the Base Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (the Trustee), as amended by the First Supplemental Indenture, dated as of September 19, 2013 (the First Supplemental Indenture), and as supplemented by the Tenth Supplemental Indenture, dated as of July 22, 2021 (the Tenth Supplemental Indenture), between the Company and the Trustee.
In arriving at the opinions expressed below, I have examined originals, or copies certified or otherwise identified to my satisfaction as being true and complete copies of the originals, of the Base Indenture, the First Supplemental Indenture, the Tenth Supplemental Indenture, the Bonds and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as I have deemed necessary or advisable to enable me to render these opinions. In my examination, I have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to original
MidAmerican Energy Company
July 22, 2021
Page 2
documents of all documents submitted to me as copies. As to any facts material to these opinions, I have relied to the extent I deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:
1. The Company is validly existing under the laws of its jurisdiction of incorporation and has all requisite power to execute, deliver and perform its obligations under the Base Indenture, the First Supplemental Indenture, the Tenth Supplemental Indenture and the certificates evidencing the global Bonds.
2. The Base Indenture, the First Supplemental Indenture, the Tenth Supplemental Indenture and the certificates evidencing the global Bonds have been duly authorized by all necessary corporate or other action and have been duly executed and delivered by the Company.
I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of Iowa. This opinion is limited to the effect of the current state of the laws of the State of Iowa and the facts as they currently exist. I assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
I consent to the filing of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name under the caption Legal Matters in the Registration Statement and the Prospectus Supplement. In giving these consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jeffery B. Erb
Jeffery B. Erb
Vice President, Chief Corporate Counsel and Corporate Secretary
of Berkshire Hathaway Energy Company,
as appointed counsel for MidAmerican Energy Company