exv5w1

Exhibit 5.1

[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

August 20, 2009

MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, IA 50309-2580


Re:		Registration Statement on Form S-4 File No. 333-161287

Ladies and Gentlemen:

We have acted as counsel to MidAmerican Energy Holdings Company, an Iowa corporation (the “Registrant”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 (File No. 333-161287) under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Commission on August 12, 2009, as amended by Amendment No. 1 filed with the Commission on August 20, 2009 (the “Registration Statement”), relating to the proposed issuance of up to $250,000,000 aggregate principal amount of registered 3.15% Senior Notes due 2012 of the Registrant (the “Exchange Notes”) in exchange for all outstanding 3.15% Senior Notes due 2012 of the Registrant, originally issued and sold in reliance upon an exemption from registration under the Securities Act (the “Initial Notes”).

The Initial Notes were, and the Exchange Notes will be, issued under the Eighth Supplemental Indenture, dated as of July 7, 2009 (the “Supplemental Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to that certain Indenture, dated as of October 4, 2002, between the Company and The Bank of New York, as trustee (as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, between the Company and The Bank of New York, as trustee, Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, between the Company and the Trustee, and Article IV of the Fifth Supplemental Indenture thereto, dated as of May 11, 2007, the “Base Indenture,” and, together with the Supplemental Indenture, the “Indenture”).

In so acting and for the purposes of rendering the opinion set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Exchange Notes, the Indenture and such other records of the Registrant as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In our examination and in rendering our opinions contained herein, we have assumed (i) the genuineness of all signatures; (ii) the authenticity of all corporate records, agreements, documents, instruments and certificates of the Registrant submitted to us as originals, the conformity to original records,

MidAmerican Energy Holdings Company
August 20, 2009
page 2

agreements, documents, instruments and certificates of all records, agreements, documents, instruments and certificates submitted to us as conformed, certified or photostatic copies thereof and the authenticity of the originals of such conformed, certified or photostatic copies; (iii) the due authorization, execution and delivery of all documents and agreements (including the Exchange Notes and the Indenture) by all parties thereto and the binding effect of such documents on such parties other than the binding effect of the Exchange Notes and the Indenture on the Registrant; (iv) the legal right and power of all such parties other than the Registrant under all applicable laws and regulations to enter into, execute and deliver such agreements and documents; and (v) the capacity of natural persons. As to all questions of fact material to such opinions, we have relied without independent check or verification upon representations contained in the Exchange Notes and the Indenture; certificates of the Registrant and its respective officers, employees, agents and representatives; and certificates of public officials.

We have also assumed that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture and is qualified and eligible under the terms of the Indenture to act as trustee thereunder; that the Trustee is in compliance, generally with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organization and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the assumptions, limitations, qualifications and exceptions set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed by the proper officers of the Registrant, duly authenticated by the Trustee, and issued by the Registrant in accordance with the terms of the Indenture in exchange for the Initial Notes as described in the prospectus included in the Registration Statement, the Exchange Notes will constitute legal, valid and binding obligations of the Registrant, entitled to the benefits of, and subject to the provisions of, the Indenture.

The opinions set forth above are qualified in that the legality or enforceability of the Exchange Notes and the Indenture may be (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, (b) limited insofar as the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and the discretion of the court before which any enforcement thereof may be brought and (c) subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) including principles of commercial reasonableness or conscionability and an implied covenant of good faith and fair dealing.

This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We do not express an opinion as to matters arising under the laws of any jurisdiction, other than the laws of the State of New York and the Federal laws of the United States.

New York Washington, DC Paris London Milan Rome Frankfurt Brussels

MidAmerican Energy Holdings Company
August 20, 2009
page 3

We hereby consent to being named as counsel for the Registrant in the Registration Statement and under the caption “Legal Matters” in the prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.


Very truly yours,

/s/ Willkie Farr & Gallagher LLP

New York Washington, DC Paris London Milan Rome Frankfurt Brussels