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EXHIBIT 8(a)
OPINION OF LATHAM & WATKINS (TAX MATTERS)
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[LETTERHEAD OF LATHAM & WATKINS]
July 3, 2000
To the Agents for the offering
of Medium-Term Notes by
MidAmerican Energy Company
Ladies and Gentlemen:
We have acted as special tax counsel to MidAmerican Energy Company, an Iowa
corporation (the "Company"), in connection with the proposed offering by the
Company of its Medium-Term Notes (the "Notes") as described in the Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the
"Securities Act"), filed by the Company with the Securities and Exchange
Commission (the "SEC") on July 3, 2000 (File No. 333-_______) (as amended, and
together with information incorporated by reference or deemed included therein,
the "Registration Statement"). The Registration Statement includes the
prospectus (as amended by the prospectus supplement to be filed by the Company
with the SEC, the "Prospectus") relating to such offering.
You have requested our opinion concerning certain of the material United
States federal income tax consequences in connection with the issuance of the
Notes described above.
In formulating our opinion, we examined such documents as we deemed
appropriate, including (i) the Registration Statement, (ii) the Company's
charter and bylaws, and (iii) such other records, certificates and documents as
we have deemed necessary or appropriate for purposes of rendering the opinion
set forth herein. In addition, we have obtained such additional information as
we deemed relevant and necessary through consultation with various officers and
representatives of the Company. This opinion is based on various statements of
fact and assumptions, including the statements of fact and representations set
forth in the Registration Statement. The opinions expressed herein are
conditioned on the initial and continuing accuracy of the facts, information,
statements and representations set forth in the documents and filings referred
to herein.
As special tax counsel, we have made such legal and factual examinations
and inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion. For purposes of this opinion, we have not made an independent
investigation or audit of the facts set forth in the above referenced documents.
In our examination, we have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures thereon, the
legal capacity of natural persons executing such documents and the conformity to
authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the federal income tax laws of the United States, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of other federal
laws, the laws of any other jurisdiction or as to any matters of municipal law
or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations and subject to the
limitations set forth herein and in the Registration Statement, it is our
opinion that the statements in the Prospectus set forth under the caption
"United States Federal Income Tax Consequences," to the extent such statements
constitute matters of law, summaries of legal
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matters or legal conclusions, are the material United States federal income tax
consequences relevant to the acquisition, ownership and disposition of the
Notes.
No opinion is expressed as to any matter not discussed herein. This opinion
is based on various statutory provisions, regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts having
jurisdiction over such matters, all of which are subject to change either
prospectively or retroactively. Any such change may affect the conclusions
stated herein. Also, any variation or difference in the facts, information,
statements and representations from those set forth in the statements of fact
and representations set forth in the Registration Statement may affect the
conclusions stated herein.
This opinion is rendered only to you and is solely for your use in
connection with the Registration Statement. 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. This opinion speaks only as of the date hereof and we have no
responsibility or obligation to update this opinion, to consider its
applicability or correctness to other than its addressees, or to take into
account changes in law, facts or any other development of which we may later
become aware.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references in the Registration Statement to our
firm and to the inclusion of a copy of this opinion letter as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Latham & Watkins
