[LETTERHEAD OF WILLKIE FARR & GALLAGHER]

June 11, 2003

MidAmerican Energy Holdings Company
666 Grand Avenue
Des Moines, IA 50309

Re:  Registration Statement on Form S-4
     File No.  333-105690
     ----------------------------------

Ladies and Gentlemen:

We are special tax counsel to MidAmerican Energy Holdings Company, an Iowa
corporation (the "Registrant"). This opinion is issued in connection with the
filing of a Registration Statement on Form S-4 (File No. 333-105690) (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), covering up to $450,000,000 aggregate principal amount of
3.50% Senior Notes due 2008 of the Registrant (the "New Notes") offered in
exchange for all outstanding 3.50% Senior Notes due 2008 of the Registrant
originally issued and sold in reliance upon an exemption from registration under
the Securities Act (the "Original Notes").

Our opinion is based on the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations promulgated thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter. These provisions and
interpretations are subject to change, possibly with retroactive effect, which
may result in modification of our opinion. Our opinion does not foreclose the
possibility of a contrary determination by the Internal Revenue Service or a
court of competent jurisdiction, or of a contrary position by the Internal
Revenue Service or the Treasury Department in regulations or rulings issued in
the future.

In rendering our opinion, we have examined such statutes, regulations, records
and other documents as we consider to be necessary or appropriate as a basis for
our opinion, including the Registration Statement and have prepared the section
of the Registration Statement entitled "Certain United States Federal Income Tax
Considerations."

Based on the foregoing, it is our opinion that as stated in the section of the
Registration Statement entitled "Certain United States Federal Income Tax
Considerations," the exchange of Original Notes for New Notes by holders will
not be a taxable exchange for U.S. federal income





MidAmerican Energy Holdings Company
June 11, 2003
Page 2


tax purposes, and holders will not recognize any taxable gain or loss or any
interest income as a result of such exchange.

We hereby consent to the use of this opinion as Exhibit 8.1 to the Registration
Statement and related prospectus filed with the Securities and Exchange
Commission and to the reference to us under the caption "Legal Matters" therein.

Very truly yours,

/s/ Willkie Farr & Gallagher