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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/20/20 Ameren Corp 8-K:8,9 3/20/20 16:598K Donnelley … Solutions/FA Union Electric Co |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-1 Underwriting Agreement HTML 137K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 84K 4: EX-5.1 Opinion of Counsel re: Legality HTML 15K 5: EX-5.2 Opinion of Counsel re: Legality HTML 15K 11: R1 Cover Page HTML 53K 16: XML IDEA XML File -- Filing Summary XML 14K 12: XML XBRL Instance -- d891350d8k_htm XML 19K 15: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.CAL XBRL Calculations -- aee-20200320_cal XML 8K 8: EX-101.DEF XBRL Definitions -- aee-20200320_def XML 38K 9: EX-101.LAB XBRL Labels -- aee-20200320_lab XML 62K 10: EX-101.PRE XBRL Presentations -- aee-20200320_pre XML 38K 6: EX-101.SCH XBRL Schema -- aee-20200320 XSD 18K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K 14: ZIP XBRL Zipped Folder -- 0001193125-20-080141-xbrl Zip 62K
EX-5.1 |
Exhibit 5.1
Ameren Services |
Union Electric Company
1901 Chouteau Avenue
Ladies and Gentlemen:
I am Senior Corporate Counsel of Ameren Services Company, an affiliate of Union Electric Company, a Missouri corporation (the “Company”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (Registration No. 333-222108-02) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of an indeterminate amount of securities, which became effective on December 15, 2017. On March 20, 2020, the Company issued and sold $465,000,000 principal amount of its 2.95% First Mortgage Bonds due 2030 (the “Bonds”) under the Company’s Indenture of Mortgage and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of New York Mellon, as successor trustee (the “Trustee”), as heretofore amended and supplemented by various supplemental indentures, and as now being further amended and supplemented by a supplemental indenture, dated as of March 1, 2020 (as so amended and supplemented pursuant to the terms thereof, the “Mortgage”).
In connection with the issuance and sale of the Bonds by the Company, I have reviewed originals (or copies certified or otherwise identified to my satisfaction) of (1) the Registration Statement; (2) a prospectus dated December 15, 2017 (the “Base Prospectus”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated March 17, 2020 (the “Prospectus Supplement”) relating to the Bonds, both such Base Prospectus and Prospectus Supplement filed pursuant to Rule 424 under the Securities Act; (3) the Company’s Restated Articles of Incorporation and Bylaws, as amended, each as in effect on the date hereof; (4) the Mortgage; (5) a specimen of the Bonds; and (6) corporate and other documents, records and papers and certificates of public officials. In addition, I have reviewed such other documents and materials as I have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents. I have relied upon a certificate of the Trustee as to the authentication and delivery of the Bonds under the Mortgage.
On the basis of such review, I am of the opinion that the Bonds are the valid and legally binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting mortgagees’ and other creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
This opinion is limited to the laws of the States of Missouri and New York and the federal laws of the United States of America insofar as they bear on the matters covered hereby. As to all matters of New York law, I have relied, with your consent, upon an opinion letter dated as of the date hereof of Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Missouri law, Morgan, Lewis & Bockius LLP is authorized to rely upon this opinion as if it were addressed to them.
I hereby consent to the reference to me under the heading “Legal Matters” in each of the Base Prospectus and the Prospectus Supplement, to the references to me in the Registration Statement, including under the heading “Legal Matters” in the Base Prospectus, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about the date hereof, which will be incorporated by reference in the Registration Statement. In giving the foregoing 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 thereunder.
Very truly yours, |
/s/ Craig W. Stensland |
Craig W. Stensland |
Senior Corporate Counsel |
Ameren Services Company |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 3/20/20 | |||
3/17/20 | 424B3, FWP | |||
3/1/20 | ||||
12/15/17 | S-3ASR | |||
List all Filings |