PNC CAPITAL MARKETS LLC
RBC CAPITAL MARKETS, LLC
c/o Mizuho Securities USA LLC
320 Park Avenue – 12th Floor
New York, NY 10022
as representatives of the several Underwriters named in Schedule
A hereto.
Ladies and Gentlemen:
1. Introductory. Nevada Power Company, a Nevada corporation (the “Company”), proposes, subject
to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A attached hereto (collectively,
the “Underwriters”), for whom Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA LLC,
PNC Capital Markets LLC and RBC Capital Markets, LLC are acting as representatives (the “Representatives”),
$425,000,000 principal amount of its 2.400% General and Refunding Mortgage Notes, Series DD, due 2030 (the “2030 Notes”)
and $300,000,000 principal amount of its 3.125% General and Refunding Mortgage Notes, Series EE, due 2050 (the “2050 Notes”
and, together with the 2030 Notes, the “Offered Securities”) to be issued under that certain General and Refunding
Mortgage Indenture, dated as of May 1, 2001 (the “Original Indenture”), between the Company and The Bank of
New York Mellon Trust Company, N.A. (successor in trust to The Bank of New York Mellon, formerly The Bank of New York), as trustee
(the “Trustee”), as amended and supplemented by various instruments including an officer’s certificate,
to be dated the Closing Date (as defined herein) (the “Officer’s Certificate”), establishing the terms
of the Offered Securities, such Original Indenture, as so amended and supplemented, being hereinafter called the “Indenture.”
On October 15, 2019,
the Company filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration
statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”),
on Form S-3 (File No. 333-234207) for the registration of securities, including the Offered Securities, under the Securities Act,
and the offer and sale thereof from time to time in accordance with Rule 415 of the rules and regulations of the Commission thereunder
(the “Rules and Regulations) and for the qualification of the Indenture under the United States Trust Indenture Act
of 1939, as amended (the “Trust Indenture Act”). As used herein, the term “Registration Statement”
means, as of any particular time, such registration statement, including (a) any amendments thereto at such time, (b) the exhibits
and schedules thereto at such time (if any) and (c) any prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act that, in accordance with Rule 430B under the Securities Act, is deemed to be a part thereof. All references in this
Underwriting Agreement to the Registration Statement shall be deemed to include, as of any time, the documents incorporated by
reference therein at such time; and all references in this Underwriting Agreement to an amendment to the Registration Statement
shall be deemed to include any documents filed by the Company with the Commission after the date thereof that are incorporated
by reference therein.
2. Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, the several Underwriters that:
(a)
(i) At the time the Registration Statement was filed with the Commission and at the time of the most recent amendment
to the Registration Statement for purposes of complying with Section 10(a)(3) of the Securities Act, the Company was a “well-known
seasoned issuer” as defined in Rule 405 and met the requirements for use of Form S-3 under the Securities Act.
(ii) The Registration Statement became effective on filing. No stop order suspending the effectiveness of the Registration Statement
has been issued by the Commission, and no proceedings for that purpose have been instituted by the Commission or are pending or
have been threatened by the Commission or, to the knowledge of the Company, are being contemplated by the Commission; and any request
by the Commission for additional information has been complied with.
(iii) At
the earliest time after filing of the Registration Statement that the Company made a bona fide offer (within the meaning of Rule
164(h)(2) under the Securities Act) of the Offered Securities, the Company was not an “ineligible issuer,” as defined
in Rule 405 under the Securities Act.
(b) (i) A preliminary prospectus supplement relating to the Offered Securities has been prepared, and a final prospectus
supplement relating to the Offered Securities will be prepared by the Company in accordance with Section 5(a) hereof. Such preliminary
prospectus supplement (including the base prospectus to which it is attached and the documents incorporated by reference therein,
but without regard to any amendment or supplement thereto after the date thereof) is hereinafter referred to as the “Preliminary
Prospectus;” such form of final prospectus supplement relating to the Offered Securities to be filed with the Commission
pursuant to Rule 424(b) under the Securities Act (including the base prospectus to which it is attached and documents incorporated
by reference therein, but without regard to any amendment or supplement thereto after the date thereof) is hereinafter referred
to as the “Prospectus.” The Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as
defined below), when considered together with the final term sheet filed pursuant to Section 5(a) hereof (the “Disclosure
Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Prospectus, as of its date and as of the Closing Date (as defined below), did not and will not include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each “ free writing prospectus” as defined under Rule 433 under the
Securities Act (each, an “Issuer Free Writing Prospectus”) that is listed on Schedule B hereto does not conflict
with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer
Free Writing Prospectus, as supplemented by, and taken together with the Disclosure Package as of the Applicable Time, did not
include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, this sentence and the preceding sentence
do not apply to statements in or omissions from the information referred to on Schedule D. For purposes of this Underwriting Agreement,
the “Applicable Time” is 3:40 p.m., New York City Time, on the date of this Underwriting Agreement.
(ii) All references in this Underwriting Agreement to an amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to include any document filed by the Company with the Commission after the date thereof.
(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement
or the Prospectus when made will conform, in all material respects to the applicable requirements of the Securities Act and the
Rules and Regulations, and the Registration Statement conforms, and any further amendments or supplements to the Registration Statement
when made will conform, in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations
of the Commission thereunder. The Registration Statement as of its effective date and any amendments thereto, as of the Closing
Date, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
(d) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Nevada with
corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure
Package and the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the financial condition, business or results
of operations of the Company, taken as a whole (a “Material Adverse Effect”).
(e) The Company has the legal right to function and operate as an electric public utility company in the State of Nevada.
(f) The Company has no “significant subsidiaries” as such term is defined in Rule 405 under the Securities Act.
(g) The documents incorporated by reference in the Prospectus and the Disclosure Package, at the time they were or hereafter
are filed with the Commission, complied or when so filed will comply, as the case may be, in all material respects with the requirements
of the of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations promulgated thereunder (“Exchange Act Rules and Regulations”), and, when read together with
the other information in the Prospectus and the Disclosure Package, did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were or are made, not misleading. The Company is in compliance in all material respects
with all the applicable provisions of the United States Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.
(h) The accountants who issued their reports on the financial statements included or incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus are an independent registered public accounting firm within the meaning of
the Securities Act and the Rules and Regulations.
(i) The financial statements and any supporting schedules of the Company included or incorporated by reference in the Registration
Statement, the Disclosure Package and the Prospectus present fairly the consolidated financial condition of the Company and subsidiaries
as of the dates indicated and the related consolidated results of operations, changes in shareholder’s equity and cash flows
for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally
accepted accounting principles in the United States applied on a consistent basis; and any supporting schedules included or incorporated
by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information required to
be stated therein. The selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus
present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements
included in the Registration Statement. The financial statements and other financial data included in the Registration Statement
and the Prospectus comply in all material respects with the requirements of paragraph (e) of Item 10 of Regulation S-K under the
Securities Act. The interactive data in eXtensible Business Reporting Language filed as exhibits to the documents incorporated
by reference or deemed to be incorporated by reference into the Registration Statement and the Prospectus fairly present the information
called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.
(j) This Underwriting Agreement has been duly authorized by and, upon execution and delivery by the parties hereto, will be
a legal, valid and binding agreement of, the Company, except as rights to indemnity and contribution thereunder may be limited
by federal or state securities laws or principles of public policy; the Indenture has been duly authorized by and, at the Closing
Date (as hereinafter defined), will constitute a legal, valid and binding obligation of the Company enforceable against the Company
in accordance with its terms; the Offered Securities have been duly and validly authorized for issuance, offer and sale pursuant
to this Underwriting Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Underwriting Agreement
and the Indenture against payment of the consideration therefor specified in the Prospectus, the Offered Securities will constitute
legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms; provided, however,
that enforcement of the Indenture and the Offered Securities may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally and general equitable
principles; the Offered Securities and the Indenture will conform in all material respects to all statements relating thereto contained
in the Registration Statement, the Disclosure Package and the Prospectus; and the Offered Securities will be entitled to the benefits
and security provided by the Indenture, ratably with all other securities outstanding thereunder. At the Closing Date, the Indenture
will have been qualified under the Trust Indenture Act.
(k) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the
Prospectus, except as may otherwise be stated therein or contemplated thereby, (A) there has been no material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company taken as a whole,
whether or not arising in the ordinary course of business, and (B) there have been no material transactions entered into by the
Company other than those in the ordinary course of business.
(l) The Company is neither (i) in violation of its restated articles of incorporation, as amended (the “Restated Articles
of Incorporation”), or bylaws, nor (ii) in default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party
or by which it or its properties may be bound, which in the case of this subsection (ii) would result in a Material Adverse Effect.
The execution and delivery of this Underwriting Agreement and the Indenture and the consummation of the transactions contemplated
herein and therein will not conflict with, constitute a breach of or default under, or result in the creation or imposition of
any lien, charge or encumbrance, other than pursuant to the Mortgage (as hereinafter defined), upon any material property or assets
of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company
is a party or by which the Company may be bound or to which any of the material property or assets of the Company is subject, nor
will such action result in any violation of the Restated Articles of Incorporation, as amended, or bylaws of the Company or any
law, administrative regulation or administrative or court order or decree.
(m) The Company has made all necessary filings and obtained all necessary consents, orders or approvals from the Public Utilities
Commission of Nevada (“PUCN”) in connection with the issuance and sale of the Offered Securities and the application
of the proceeds thereof, and no consent, approval, authorization, order or decree of any other court or governmental agency or
body is required for the consummation by the Company of the transactions contemplated by this Underwriting Agreement, except such
as may be required under state securities (“Blue Sky”) laws.
(n) Except as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus, there is no action,
suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge
of the Company, threatened against or affecting, the Company which would be reasonably likely to result in a Material Adverse Effect
or would be reasonably likely to materially and adversely affect the consummation of the transactions contemplated by this Underwriting
Agreement or the Indenture.
(o) Any
certificate signed by any director or officer of the Company and delivered to the Underwriters or to counsel for the Underwriters
in connection with the offering of the Offered Securities shall be deemed a representation and warranty by the Company to the
Underwriters as to the matters covered thereby on the date of such certificate.
(p) The Company is not, and will not be after giving effect to the offering of the Offered Securities and the application of
the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the Disclosure Package and
the Prospectus, required to register as an “investment company” under the United States Investment Company Act of 1940,
as amended.
(q) (i) The Company (A) makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company and (B) has devised and established and maintains the following,
among other, internal controls (without duplication): (I) a system of “internal accounting controls,” as contemplated
in Section 13(b)(2)(B) of the Exchange Act; (II) “internal control over financial reporting,” as such term is defined
in Rule 13a-15(f) of the Exchange Act Rules and Regulations; and (III) “disclosure controls and procedures,” as such
term is defined in Rule 13a-15(e) of the Exchange Act Rules and Regulations.
(r) The Company (i) is in compliance with any and all applicable United States federal, state and local laws and regulations
relating to the protection of human health, safety, and the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (“Environmental Laws”) and (ii) has received and is in compliance with all permits, licenses
or other approvals required of it under applicable Environmental Laws to conduct its business, except where such non-compliance
with Environmental Laws as set forth in (i), and failure to receive required permits, licenses or other approvals, as set forth
in (ii), either (A) would not be reasonably likely to have a Material Adverse Effect or (B) is set forth in or contemplated in
the Registration Statement, the Disclosure Package and the Prospectus.
(s)
(i) Except for such defects, irregularities, exceptions and limitations as constitute Permitted Liens (as defined in
the Indenture), the Company has good and marketable title to all real property, and good title to all other property, owned by
it, including, without limitation, property that is or at the Closing Date will be specifically or generally described or referred
to in the Indenture as being subject to the Lien (as defined in the Indenture) created by the Indenture; and the descriptions of
all such property contained or referred to in the Indenture are correct in all material respects and adequate for purposes of the
Lien purported to be created by the Indenture.
(ii) The Company has obtained and delivered to the Trustee policies of title insurance and endorsements thereto which (A) cover
(I) the Company’s real properties used in connection with the generation of electric power from the generating facilities
known as the Clark Station, the Harry Allen Station, the Reid Gardner Station (Units 1, 2 and 3) and the Sunrise Station and (II)
all other real properties of the Company located in Nevada that were owned in fee title as of August 18, 2003, (B) have an aggregate
face amount of $950,000,000, (C) contain “first loss payable” and “last dollar” endorsements and (D) are
in full force and effect.
(iii) The Indenture (excluding the Officers’ Certificate) constitutes, and, at the Closing Date, the Indenture will constitute,
a valid mortgage lien on or security interest in the property which is specifically or generally described or referred to in the
Indenture as being subject to the Lien created by the Indenture (the “Mortgage”). There is no, and at the Closing
Date there will be no, Lien prior to the Lien created by the Indenture, other than Permitted Liens, on the property subject to
the Lien created by the Indenture. The Indenture will constitute a valid mortgage lien on or security interest in all property
located in the State of Nevada acquired by the Company after the Closing Date, other than property excepted or released from the
Lien created by the Indenture, as and to the extent described in the Registration Statement, the Disclosure Package and the Prospectus.
(iv) The Indenture has been duly recorded or filed for recordation as a mortgage of real estate, and any required filings with
respect to personal property and fixtures subject to the Lien of the Indenture have been duly made, in each place in which such
recording or filing is required to protect, preserve and perfect the Lien of the Indenture. All taxes and recording and filing
fees required to be paid with respect to the execution, recording or filing of the Indenture, the filing of financing statements
and similar documents and the issuance of the Offered Securities have been paid.
(t) Neither the Company, nor, to the knowledge of the Company, after due inquiry, any director, officer or employee of the Company,
has in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official, “foreign office” as defined in the United States Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or employee from
corporate funds; (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as
amended, or any other applicable anti-bribery or anti-corruption laws or statutes; or (iv) made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Company
has conducted its business in compliance with the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, and any other applicable
anti-bribery or anti-corruption laws or statutes, and has instituted and maintains policies and procedures designed to ensure,
and which are reasonably expected to continue to ensure, continued compliance therewith.
(u) The operations of the Company have been conducted at all applicable times in compliance with applicable financial recordkeeping
and reporting requirements of the United States Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all applicable jurisdictions in which the Company conducts business, and the rules and regulations thereunder
(collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator to which the Company is subject with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.
(v) Neither
the Company nor, to the knowledge of the Company, after due inquiry, any director, officer or employee of the Company (i) is currently
subject to or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the United States
Treasury Department, the United States Department of State, the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or (ii) is located, organized
or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria);
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person,
or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in
a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor
or otherwise) of Sanctions. The Company has not knowingly engaged in for the past five years, and is not now knowingly engaged
in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing
or transaction is or was the subject or target of Sanctions.
3.
Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and
the Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of 99.140% of the principal
amount thereof, the respective principal amounts of the 2030 Notes set forth opposite the names of the several Underwriters in
Schedule A hereto, and (ii) at a purchase price of 99.161% of the principal amount thereof, the respective principal amounts of
the 2050 Notes set forth opposite the names of the several Underwriters in Schedule A hereto.
The Company will deliver,
against payment of the purchase price and the Reimbursement (as defined in Section 5(l)(iii)), the Offered Securities to be purchased
by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more global securities in registered
form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for The Depository
Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global
Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package
and the Prospectus.
Payment of the purchase
price for the Offered Securities and the Reimbursement shall be made by the Representatives in a single combined payment in Federal
(same day) funds, by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company,
at 10:00 a.m., (New York time), on January 30, 2020, or at such other time not later than seven full business days thereafter as
the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against
delivery to the Trustee as custodian for DTC of the Global Securities. Certificates, legal opinions and other documents evidencing
the performance and satisfaction by the Company of the conditions and covenants to be performed and satisfied by it hereunder shall
be delivered to the Representatives at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022. The Global
Securities will be made available for checking at such offices of Latham & Watkins LLP at least 24 hours prior to the Closing
Date.
4. Free Writing Prospectuses; Non-U.S. Offerings.
(a) The Company (i) represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a)
hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Offered Securities
that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act and (ii) has complied
and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including
timely filing with the Commission or retention where required and legending.
(b) Each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than
one or more term sheets relating to the Offered Securities containing customary information (including the final term sheet prepared
and filed pursuant to Section 5(a) hereof), it has not made and will not make any offer relating to the Offered Securities that
would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act); and
(c) Any such free writing prospectus (including any Issuer Free Writing Prospectus) the use of which has been consented to by
the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed
on Schedule B hereto.
(d) Each of the Underwriters severally acknowledges, represents and agrees that:
(i) the
Offered Securities are not intended to be offered, sold or otherwise made available to and will not be offered, sold or otherwise
made available to any retail investor in the European Economic Area. For the purposes of this provision, a retail investor means
a person who is one (or more) of: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); (B) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended, the “Prospectus Regulation”), and that, consequently, no key information document
required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the
Offered Securities or otherwise making them available to retail investors in the European Economic Area has been prepared, and
therefore offering or selling the Offered Securities or otherwise making them available to any retail investor in the European
Economic Area may be unlawful under the PRIIPs Regulation. Each of the Underwriters further severally acknowledges, represents
and agrees that the Preliminary Prospectus and the Prospectus have been prepared on the basis that any offer of Offered Securities
in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Offered Securities, and that neither the Preliminary Prospectus nor the Prospectus
constitutes a prospectus for the purposes of the Prospectus Regulation; and
(ii) (i)
(A) it has only communicated or caused to be communicated (and will only communicate or cause to be communicated) an invitation
or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and
Markets Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Offered Securities
in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (B) it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise
involving the United Kingdom.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters:
(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b)
under the Securities Act not later than the Commission’s close of business on the second business day following the date
of this Underwriting Agreement; to make no further amendment or any supplement to the Registration Statement, or the Prospectus
prior to the Closing Date that shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof;
to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives
with copies thereof; to prepare a final term sheet, containing solely a description of the Offered Securities, in the form set
forth on Schedule C hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required
by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d)
under the Securities Act; to file promptly all reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Securities Act) is required in connection with the offering or sale of the Offered Securities; to advise the Representatives,
promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus, of the suspension of the qualification of the
Offered Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose,
or of any request by the Commission for the amending of the Registration Statement, or the amending or supplementing of the Disclosure
Package or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing
or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order; and, in the event of any such issuance of a notice of
objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration
statement, at its own expense, as may be necessary to permit offers and sales of the Offered Securities by the Underwriters (references
herein to the Registration Statement shall mean any such new registration statement).
(b) Prior to 10:00 a.m., New York City time, on the New York business day next succeeding the date of this Underwriting Agreement
and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such
quantities as the Underwriters may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred
to in Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue
of the Prospectus in connection with the offering or sale of the Offered Securities and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered,
not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus
or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities
Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon the Representatives’ request to
file such document and to prepare and furnish without charge to each Representatives and to any dealer in securities as many written
and electronic copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus that will correct such statement or omission or effect such compliance; and in case any Underwriter is required
under the Securities Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities
Act) in connection with sales of any of the Offered Securities at any time nine months or more after the time of issue of the Prospectus,
upon such Underwriter’s request but at the expense of such Representatives, to prepare and deliver to such Underwriter as
many written and electronic copies as such Underwriter may request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Securities Act.
(c) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public
offering and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Underwriters as
described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict
with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted
or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing
Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact
or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (i) the Company will promptly notify the Underwriters and (ii) the Company will promptly
amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(d) The Company will deliver to each Underwriter, without charge, an electronic copy of each Free Writing Prospectus prepared
by or on behalf of or used or referred to by the Company as each such Underwriter may reasonably request. To the extent applicable,
each such document furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with
the Commission, except to the extent permitted by Regulation S-T.
(e) The Company will advise the Underwriters promptly of any additional action by the PUCN pertaining to the Offered Securities.
(f) The Company will furnish promptly to the Representatives and to counsel for the Underwriters one signed copy of the Registration
Statement as originally filed and each amendment thereto filed prior to the date hereof and relating to the Offered Securities,
including all documents incorporated therein by reference and all consents and exhibits filed therewith, as requested.
(g) The Company will deliver promptly to the Underwriters such reasonable number of the following documents as the Underwriters
may request: (i) the Prospectus and the Disclosure Package and (ii) to the extent not available via the Commission’s Electronic
Data, Gathering, Analysis and Retrieval System (“EDGAR”), (1) conformed copies of the Registration Statement
(excluding exhibits other than the Indenture, and this Underwriting Agreement), and (2) any documents incorporated by reference
in the Prospectus.
(h) In connection with the offering, until the earlier of (i) 180 days following the Closing Date and (ii) the date the Representatives
shall have notified the Company of the completion of the resale of the Offered Securities, neither the Company nor any of its affiliates
has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates
has a beneficial interest any Offered Securities or attempt to induce any person to purchase any Offered Securities; and neither
it nor any of its affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or
of raising the price of, the Offered Securities.
(i) From the date hereof through and including the Closing Date, the Company will not, without the prior written consent of
the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission
a registration statement under the Securities Act relating to, any United States dollar-denominated debt securities issued or guaranteed
by the Company and having a maturity of more than one year from the date of issue.
(j) As soon as practicable, the Company shall make generally available to its security holders and deliver to the Representatives
an earnings statement of the Company (which need not be audited), conforming with the requirements of Section 11(a) of the Securities
Act and of the Rules and Regulations (including, at the option of the Company, Rule 158 under the Securities Act), covering a period
of at least twelve months beginning after the effective date of the Registration Statement as defined in Rule 158(c) of the Rules
and Regulations.
(k) The Company will endeavor, in cooperation with the Representatives, to qualify the Offered Securities for offering and sale
under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate,
and will maintain such qualifications in effect for as long as may be required for the distribution of the Offered Securities;
provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it
is not so qualified or to file any general consent to service of process in any such jurisdiction or to take any other action that
would subject the Company to service of process in any suits (other than those arising out of the offering of the Offered Securities)
or to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject. The Company will file such
statements and reports as may be required by the laws of each jurisdiction in which the Offered Securities have been qualified
as above provided. The Company will promptly advise the Representatives of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Offered Securities for sale in any such state or jurisdiction or the initiating
or threatening of any proceeding for such purpose.
(l) (i) The Company will pay all costs incident to the authorization, issuance, sale and delivery of the Offered Securities;
the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus
and any amendments, supplements and exhibits thereto; the costs incident to the preparation, printing and filing of the documents
and any amendments and exhibits thereto required to be filed by the Company under the Exchange Act; the costs of distributing the
Registration Statement as originally filed and each amendment and post-effective amendment thereto (including exhibits), any preliminary
prospectus, the Prospectus and any documents incorporated by reference in any of the foregoing documents; the costs of any filings
with the Financial Industry Regulatory Authority, Inc.; fees paid to rating agencies in connection with the rating of the Offered
Securities; the fees and expenses of qualifying the Offered Securities under the securities laws of the several jurisdictions as
provided in subsection (k) of this Section and of preparing and printing a Blue Sky Memorandum (including fees of counsel to the
Underwriters in such connection not to exceed $10,000 in the aggregate); and all other costs and expenses incident to the performance
of the Company’s obligations under this Underwriting Agreement (including fees and expenses of the Company’s counsel).
(ii) Except as provided above in this Section 5(l), the Underwriters shall pay their own costs and expenses, including, without
limitation, the fees and expenses of counsel to the Underwriters, any transfer taxes on the Offered Securities which they may sell
and the expenses of advertising any offering of the Offered Securities made by the Underwriters; provided, however, that if the
purchase of the Offered Securities by the Underwriters is not consummated for any reason other than a default by one or more Underwriters,
the Company shall be responsible for the fees and expenses of counsel for the Underwriters in an amount not to exceed $170,000.
(iii) At the Closing Date, the Underwriters shall make a payment to the Company in an amount equal to $893,750 in respect of certain
expenses incurred by the Company in connection with the offering, issuance and sale of the Offered Securities (such payment being
herein called the “Reimbursement”).
(m) The
Company shall use the net proceeds received by it from the sale of the Offered Securities pursuant to this Underwriting Agreement
in the manner specified in the Disclosure Package and the Prospectus under the caption “Use of Proceeds.”
6. Conditions
of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Offered Securities
will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the
statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions precedent:
(a) The
Prospectus shall have been filed with the Commission within the applicable time period prescribed for such filing (without reliance
on Rule 424(b)(8) of the Rules and Regulations and in accordance with Section 5(a) hereof); no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated
or to the knowledge of the Company threatened by the Commission; and all requests for additional information on the part of the
Commission shall have been complied with.
(b) Schiff
Hardin LLP, counsel to the Company, shall have furnished to the Representatives a letter addressed to the Underwriters and dated
the Closing Date substantially in the form set forth in Exhibit A.
(c) Hutchison
& Steffen, PLLC, counsel to the Company, shall have furnished to the Representatives a letter addressed to the Underwriters
and dated the Closing Date substantially in the form set forth in Exhibit B.
(d) The
Company shall have furnished to the Representatives on the Closing Date a certificate, dated the Closing Date, of its Chief Executive
Officer, its President or a Vice President and its Treasurer or an Assistant Treasurer or Controller stating that, to the best
of their knowledge after reasonable investigation, the representations and warranties of the Company in Section 2 hereof are true
and correct as of the date hereof; the Company has complied with all its agreements contained herein; and the conditions set forth
in Sections 6(a), (i) and (j) hereof have been fulfilled.
(e) On
the date hereof, the Representatives shall have received a letter from the Company’s independent registered public accounting
firm addressed to the Underwriters dated as of the date hereof in form and substance reasonably satisfactory to the Representatives.
(f) On
the Closing Date, the Representatives shall have received a letter dated as of the Closing Date from the Company’s independent
registered public accounting firm updating the letter described in subsection (e) in form and substance reasonably satisfactory
to the Representatives.
(g) Subsequent
to the Applicable Time, there shall not have been (i) any change, or any development or event involving a prospective change,
in the financial condition, business, properties or results of operations of the Company taken as a whole, which, in the judgment
of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering
or the sale of and payment for the Offered Securities; (ii) any material suspension or material limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any suspension
of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared
by U.S. Federal or New York authorities; (v) any material disruption in settlements of securities or clearance services in the
United States; or (vi) any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States,
any declaration of war by the United States Congress or any other substantial national or international calamity or emergency,
if, in the judgment of the Representatives the effect of any such attack, outbreak, escalation, act, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered
Securities.
(h) Latham
& Watkins LLP, as counsel for the Underwriters, shall have furnished to the Representatives on the Closing Date such opinions
as the Representatives may reasonably require.
(i) The
order of the PUCN referred to in Section 2(m) hereof shall be in full force and effect and no proceedings to suspend the effectiveness
of such order shall be pending or threatened.
(j) Subsequent
to the execution of this Underwriting Agreement, the rating assigned by any nationally recognized securities rating agency to
any debt securities of the Company shall not have been lowered or any such rating agency shall not have publicly announced that
it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company.
(k) On
the date hereof and on the Closing Date, counsel to the Underwriters shall have been furnished with such documents and opinions
as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of the Offered
Securities as herein contemplated, or in order to evidence the accuracy and completeness of any of the representations and warranties,
or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the
issuance and sale of the Offered Securities as herein contemplated shall be satisfactory in form and substance to the Representatives
and to counsel to the Underwriters.
7. Indemnification
and Contribution.
(a) The
Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any,
who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure
Package, the Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Securities Act, arise out of or are based upon the omission or alleged omission to state therein a material
fact necessary in order to make the statements therein made, in light of the circumstances under which they were made (in the
case of the Registration Statement, necessary in order to make the statements therein not misleading), not misleading, including
any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations
under Section 5(a) of this Underwriting Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from the information referred to on Schedule D; provided, further, that the foregoing indemnity with respect
to any Preliminary Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses,
claims, damages or liabilities (or actions in respect thereof), in connection with clauses (i) through (iii) below, purchased
Offered Securities, or any person controlling such Underwriter, where it shall have been determined by a court of competent jurisdiction
by final and non-appealable judgment that (i) prior to the Applicable Time the Company has notified such Underwriter that the
Preliminary Prospectus, dated January 28, 2020, contains an untrue statement of material fact or omits to state therein a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(ii) such untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary Prospectus and
such corrected Preliminary Prospectus was provided to such Underwriter sufficiently in advance of the Applicable Time so that
such corrected Preliminary Prospectus could have been conveyed to such person prior to the Applicable Time and (iii) such corrected
Preliminary Prospectus was not conveyed to such person at or prior to the Applicable Time.
(b) Each
Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement in or omission or alleged omission from the information referred to on Schedule D and will reimburse
any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however that the Underwriters shall not be liable for any
losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under
Section 5(a) of this Underwriting Agreement.
(c) Promptly
after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying
party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party under subsection (a) or (b) above except to the extent that it has been materially
prejudiced (through forfeiture or impairment of procedural or substantive rights or defenses) by such failure; and provided further
that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, that the indemnified party shall have the right to employ counsel to represent the indemnified
party and their respective controlling persons who may be subject to liability arising out of any claim in respect of which indemnity
may be sought by the indemnified party against the indemnifying party under this Section 7 if the employment of such counsel shall
have been authorized in writing by the indemnifying party in connection with the defense of such action, if in the written opinion
of counsel to either the indemnifying party or the indemnified party, representation of both parties by the same counsel would
be inappropriate due to actual or likely conflicts of interest between them or the indemnifying party shall have failed to employ
counsel within a reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in addition
to the fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying party. No indemnifying
party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect
any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release
of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include
a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party.
(d) If
the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of
the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net
proceeds (before deducting expenses) from the offering of the Offered Securities received by the Company bear to the total discounts
and commissions received by the Underwriters with respect to the Offered Securities from the Company under this Underwriting Agreement.
The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or
the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection
(d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Offered Securities were purchased by it were resold exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.
(e) The
obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities
Act or the Exchange Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange Act.
8. Default
of Underwriters. If any Underwriter or Underwriters defaults in its or their obligations to purchase the 2030 Notes or the
2050 Notes, as applicable, hereunder and the aggregate principal amount of the 2030 Notes or the 2050 Notes, as applicable, that
such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of
the 2030 Notes or the 2050 Notes, as applicable, the non-defaulting Underwriters may make arrangements satisfactory to the Company
for the purchase of such 2030 Notes or 2050 Notes, as applicable, by other persons, including themselves, but if no such arrangements
are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase such 2030 Notes or the 2050 Notes, as applicable, that such defaulting Underwriter or Underwriters
agreed but failed to purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of the 2030 Bonds
or the 2050 Bonds, as applicable, with respect to which such default or defaults occur exceeds 10% of the total principal amount
of the 2030 Notes or the 2050 Notes, as applicable, and arrangements satisfactory to the non-defaulting Underwriters and the Company
for the purchase of such 2030 Notes or the 2050 Notes by other persons are not made within 36 hours after such default, this Underwriting
Agreement will terminate without liability on the part of the non-defaulting Underwriters or the Company, except as provided in
Section 9 hereof. As used in this Underwriting Agreement, the term “Underwriter” includes any person substituted
for an Underwriter under this Section. Nothing herein, including the Company’s obligations pursuant to Section 9 hereof,
will relieve a defaulting Underwriter from liability for its default.
9. Survival
of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Underwriting Agreement
will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf
of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and
will survive delivery of and payment for the Offered Securities.
10. No
Fiduciary Duty. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Securities, including the
determination of the offering price of such Offered Securities and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company, on the one hand, and each Underwriter, on the other hand; (ii) each Underwriter is
acting solely in the capacity of an arm’s-length contractual counterparty to the Company in connection with the offering
of such Offered Securities and the process leading to such transaction (including in connection with determining the terms of
the offering) and not as a financial advisor or a fiduciary to, or an Underwriter of, the Company; (iii) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of such Offered Securities
or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) and no Underwriter has any obligation to the Company with respect to the offering of the Offered Securities except the
obligations expressly set forth in this Underwriting Agreement; and (iv) the Underwriters are not advising the Company as to any
legal, tax, investment, accounting or regulatory matters in any jurisdiction and the Company shall consult with its own advisors
concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions
contemplated by this Underwriting Agreement, and the Underwriters shall have no responsibility or liability to the Company with
respect thereto.
11. Notices.
All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed
to each of (i) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
Syndicate Registration (Fax: (646) 834-8133); (ii) BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York
10019, Attention: High Grade Syndicate Desk, email: new.york.syndicate@bnpparibas.com; (iii) Mizuho Securities USA LLC, 320 Park
Avenue, 12th Floor, New York, New York, 10022, Attention: Debt Capital Markets Desk, Facsimile: 212-205-7812; (iv) PNC Capital
Markets LLC, 300 Fifth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Debt Capital Markets, Transaction Execution, fax: 412-762-2760;
and (v) RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281, Attention: DCM Transaction Management, fax: 212-428-6308;
or, if sent to the Company, will be mailed, delivered or faxed and confirmed to it at Nevada Power Company, 6226 West Sahara Avenue,
Las Vegas, Nevada 89146, Attention: Treasurer.
12. Successors.
This Underwriting Agreement shall inure to the benefit of and be binding upon each Underwriter and the Company and their respective
successors. Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person,
firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and
directors referred to in Section 7 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim
under or in respect of this Underwriting Agreement or any provision herein contained. This Underwriting Agreement and all conditions
and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and
said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation. No purchaser of Offered Securities shall be deemed to be a successor by reason merely of such purchase.
This Underwriting Agreement and the rights and obligations hereunder shall not be assignable by the Company without the prior
written consent of the Representatives (which consent shall not be unreasonably withheld). This Underwriting Agreement may not
be modified or amended except by an instrument in writing signed by the Company and the Representatives.
13. Counterparts.
This Underwriting Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same agreement.
14. Applicable
Law. This Underwriting Agreement shall be governed by, and construed in accordance with, the laws of the State of New York
without regard to principles of conflicts of laws.
15. Waiver
of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS UNDERWRITING AGREEMENT. EACH
PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
16. Submission
to Jurisdiction. The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York, New York in any suit or proceeding arising out of or relating to this Underwriting Agreement
or the transactions contemplated hereby.
17. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special
Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and
obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the
laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement
that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could
be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States
or a state of the United States.
(c) As
used in this section:
(i) “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k).
(ii) “Covered
Entity” means any of the following:
(A) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
(B) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); or
(C) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
(iii) “Default
Right” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
(iv) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
If the foregoing is
in accordance with the Underwriters’ understanding of our agreement, kindly sign and return to us one of the counterparts
hereof, whereupon it will become a binding agreement between the Company and the several Underwriters in accordance with its terms.
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Very truly yours,
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NEVADA POWER COMPANY
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By:
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/s/ Michael Cole
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Name:
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Michael Cole
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Title:
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Vice President and Chief Financial Officer
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The foregoing Underwriting
Agreement is hereby confirmed and accepted as of the date first above written.
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BARCLAYS
CAPITAL INC.
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By:
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/s/
Andrew N. Pocius
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Name:
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Andrew
N. Pocius
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Title:
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Managing
Director
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BNP
PARIBAS SECURITIES CORP.
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By:
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/s/
Christopher Sked
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Name:
|
Christopher
Sked
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
MIZUHO
SECURITIES USA LLC
|
|
|
|
|
|
|
By:
|
/s/
Okwudiri Onyedum
|
|
|
Name:
|
Okwudiri
Onyedum
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
PNC
CAPITAL MARKETS LLC
|
|
|
|
|
|
|
By:
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/s/
Robert W. Thomas
|
|
|
Name:
|
Robert
W. Thomas
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
RBC
CAPITAL MARKETS, LLC
|
|
|
|
|
|
|
By:
|
/s/
Scott G. Primrose
|
|
|
Name:
|
Scott
G. Primrose
|
|
|
Title:
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Authorized
Signatory
|
|
As Representatives of each of the several Underwriters
SCHEDULE A
LIST OF UNDERWRITERS
|
Underwriters
|
|
Principal Amount
of 2030 Notes to
be Purchased
|
|
|
Principal Amount
of 2050 Notes to
be Purchased
|
|
|
Barclays Capital Inc.
|
|
$
|
63,750,000
|
|
|
$
|
45,000,000
|
|
|
BNP Paribas Securities Corp.
|
|
|
63,750,000
|
|
|
|
45,000,000
|
|
|
Mizuho Securities USA LLC
|
|
|
63,750,000
|
|
|
|
45,000,000
|
|
|
PNC Capital Markets LLC
|
|
|
63,750,000
|
|
|
|
45,000,000
|
|
|
RBC Capital Markets, LLC
|
|
|
63,750,000
|
|
|
|
45,000,000
|
|
|
SunTrust Robinson Humphrey, Inc.
|
|
|
38,250,000
|
|
|
|
27,000,000
|
|
|
BMO Capital Markets Corp.
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
BNY Mellon Capital Markets, LLC
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
CIBC World Markets Corp.
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
Citigroup Global Markets Inc.
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
KeyBanc Capital Markets Inc.
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
nabSecurities, LLC
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
Santander Investment Securities Inc.
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
Wells Fargo Securities, LLC
|
|
|
8,500,000
|
|
|
|
6,000,000
|
|
|
Total
|
|
$
|
425,000,000
|
|
|
$
|
300,000,000
|
|
SCHEDULE B
FREE WRITING PROSPECTUSES
|
1.
|
Final Pricing Term Sheet
(in the form of Schedule C hereto)
|
SCHEDULE C
SCHEDULE D
INFORMATION FURNISHED
BY UNDERWRITERS
|
1.
|
The information in the following paragraphs under the caption “Underwriting” in the
Preliminary Prospectus and the Prospectus:
|
(a) paragraph
4 (except the first sentence);
(b) paragraphs
5 and 6 (second sentence only); and
(c) paragraphs
7, 8 and 12; and
|
2.
|
Such other information (A) as shall be included in an amendment or supplement to the Prospectus
and (B) as to which the Representatives and the Company shall have executed a letter or other document supplemental to this Underwriting
Agreement to the effect that such information shall be treated as having been referred to in this Schedule D.
|
EXHIBIT A
{Letterhead
of Schiff Hardin LLP}
January 30, 2020
Barclays Capital Inc.
BNP Paribas Securities Corp.
Mizuho Securities USA LLC
PNC Capital Markets LLC
RBC Capital Markets, LLC
|
c/o
|
Mizuho Securities USA LLC
|
|
|
320 Park Avenue – 12th Floor
|
|
|
New York, NY 10022
|
As representatives of the several Underwriters listed on Exhibit A
hereto
Ladies and Gentlemen:
We have acted as special
counsel to Nevada Power Company, a Nevada corporation (the “Company”), in connection with the issuance and sale
by the Company of $[___] aggregate principal amount of the Company’s [___]% General and Refunding Mortgage Notes, Series DD,
due 2030 (the “Series DD Notes”) and $[___] aggregate principal amount of the Company’s [___]% General
and Refunding Mortgage Notes, Series EE, due 2050 (the “Series EE Notes” and, together with the Series
DD Notes, the “Notes”), pursuant to the Underwriting Agreement dated January 28, 2020 between the Company
and the Underwriters, for whom you are acting as Representatives (the “Underwriting Agreement”). The Notes will
be issued under the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended and supplemented to the
date hereof, including by the Officer’s Certificate establishing the terms of the Notes (the “Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Indenture,
the Notes and the Underwriting Agreement are sometimes referred to herein as the “Transaction Documents.” This
opinion letter is being delivered at the request of the Company pursuant to Section 6(b) of the Underwriting Agreement. Capitalized
terms used in this opinion letter that are defined in the Underwriting Agreement and not otherwise defined in this opinion letter
shall have the meanings given to them in the Underwriting Agreement.
We have examined such
documents and matters of law as we have deemed necessary as the basis for the opinions expressed below. The documents examined
include the following: (i) the registration statement on Form S-3 (File No. 333-234207) relating to the Company’s
General and Refunding Mortgage Securities, as filed with the Securities and Exchange Commission (the “Commission”)
on October 15, 2019 under the Securities Act of 1933, as amended (the “Act”) (such registration statement, being
hereinafter referred to as the “Registration Statement”); (ii) the base prospectus, dated October 15, 2019 relating
to the Company’s General and Refunding Mortgage Securities in the form contained in the Registration Statement at the time
it became effective (the “Base Prospectus”); (iii) the Base Prospectus as amended and supplemented by a preliminary
prospectus supplement relating to the Notes, in the form filed with the Commission pursuant to Rule 424(b)(5) under the Act on
January 28, 2020 (the “Pricing Prospectus”); (iv) the final term sheet relating to the Notes in the form filed
with the Commission pursuant to Rule 433 under the Act on January 28, 2020 (together with the Base Prospectus and the Pricing Prospectus,
the “Disclosure Package”); (v) the Base Prospectus as amended and supplemented by the final prospectus supplement,
dated January [__], 2020 relating to the Notes in the form filed with the Commission pursuant to Rule 424(b)(5) under the Act on
January [__], 2020 (the “Prospectus”); (vi) an executed copy of the Underwriting Agreement; (vii) the officer’s
certificate establishing the forms and terms of the Notes; (viii) the executed Notes; (ix) the Restated Articles of Incorporation
of the Company, certified by the Secretary of State of Nevada; (x) the By-laws of the Company, certified by the Secretary of the
Company; and (xi) certain resolutions of the Board of Directors of the Company.
In making our examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact
material to our opinions in this letter, we have relied on and assumed the accuracy of certificates and statements from officers
and other employees of the Company and public officials and on the representations made in the Transaction Documents. We have not
independently investigated or verified any of the foregoing.
In rendering the opinions
in this letter we have assumed, except to the extent expressly set forth in and covered by our opinions below, that (i) each party
to each of the Transaction Documents (a) is duly formed, validly existing and in good standing under the laws of its jurisdiction
of organization, (b) has full power and authority to execute the Transaction Documents to which it is a party and to enter into
the transactions contemplated therein, (c) has taken all necessary action to authorize execution of the Transaction Documents to
which it is a party on its behalf by the persons executing same, (d) has properly executed and delivered each of the Transaction
Documents to which it is a party and (e) has duly obtained all consents or approvals of any nature from and made all filings with
any governmental authorities necessary for such party to execute, deliver or perform its obligations under the Transaction Documents
to which it is a party, (ii) all acts have been taken without violation of any fiduciary duties and in accordance with any notice
or disclosure requirements, (iii) the execution and delivery of, and performance of their respective agreements under, the Transaction
Documents by each party thereto do not violate any law, rule, regulation, judgment, injunction, order, decree, agreement or instrument
binding upon such party and (iv) each of the Transaction Documents is the legal, valid and binding obligation of, and enforceable
against, each party thereto.
In rendering our opinions
herein we have also assumed that there is no oral or written agreement, understanding, course of dealing or usage of trade that
terminates, or amends or waives any term of, any Transaction Document; that the Transaction Documents are accurate and complete;
and that there has been no mutual mistake of fact or actual or constructive fraud, misrepresentation, duress, undue influence or
similar inequitable conduct.
We make no representation
that we have independently investigated or verified any of the matters that we have assumed for the purposes of this opinion letter,
and, by accepting this opinion letter, you acknowledge not to have requested, or relied on, any such independent investigation
or verification by us.
With your permission,
we have also relied, without investigation or verification, as to all matters governed by the laws of the State of Nevada upon
an opinion letter, dated the date of this opinion, to you from Hutchison & Steffen, PLLC, Nevada counsel to the Company.
For the purposes hereof,
“Applicable Laws” shall mean the laws, rules and regulations to which our opinions are limited as described in qualifications
D and E below.
The opinions contained
in this letter are only expressions of professional judgement regarding the legal matters addressed and are not guarantees that
a court would reach any particular result.
The references in this
letter to specific assumptions or other matters upon which we have relied, limitations, exceptions or qualifications are not intended
to limit or exclude other assumptions or matters, limitations, exceptions or qualifications that, under customary practice, are
assumptions or matters upon which an opinion giver may rely, or limitations, exceptions or qualifications that are applicable,
without so stating in an opinion letter.
Based on the foregoing
and subject to the qualifications set forth below, we are of the opinion that:
1. The
Indenture constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
2. The
Notes, when executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered against payment
of the purchase price as provided in the Underwriting Agreement, will be validly issued and outstanding, enforceable against the
Company in accordance with their terms and entitled to the benefit and security of the Indenture ratably with all other securities
outstanding thereunder.
3. The
execution and delivery of the Transaction Documents by the Company and the performance by the Company of its obligations thereunder
(i) will not constitute a material breach or default by the Company under, or result in the creation or imposition of any material
lien, charge or encumbrance (other than the lien of the Indenture) upon any property or assets of the Company pursuant to, any
agreement filed by the Company as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2018 or the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30,
2019 or September 30, 2019 (each, a “Material Agreement”); and (ii) will not result in any material violation
by the Company of any statutory Applicable Laws.
4. Neither
the execution and delivery by the Company of the Notes or the Underwriting Agreement nor the performance by the Company of its
obligations under the Transaction Documents, including the issuance and sale of the Notes, requires the Company to obtain any approval,
authorization, consent or order from, or to make any filing with, any governmental or regulatory body or agency under any statutory
Applicable Law, except for filings required under the Act, which have been made, and routine filings required under the Exchange
Act after the date hereof.
5. The
documents incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus as they pertain to
the Company (other than the financial statements and financial schedules therein, as to which we express no opinion), when they
were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act.
6. Each
of the Registration Statement and the Prospectus (except for the financial statements and financial schedules and other financial
information included therein, as to which we express no opinion) appears on its face to be appropriately responsive in all material
respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder.
7. The
statements in the Base Prospectus under the caption “Description of General and Refunding Mortgage Securities—Description
of the G&R Indenture” and in the Pricing Prospectus and the Prospectus under the caption “Description of the Notes,”
in each case insofar as the statements purport to summarize the provisions of the Indenture and the Notes, fairly summarize such
provisions in all material respects.
8. The
Company is not, and immediately upon receipt of payment for the Notes will not be, an “investment company” required
to be registered under the Investment Company Act.
9. To
the extent New York state law governs such matters, the security interest granted by the Company to the Trustee in the Indenture
has attached within the meaning of Section 9-203 of the Uniform Commercial Code of the State of New York (the “NY
UCC”) with respect to such portion of the Mortgaged Property (as defined in the Indenture) that constitutes personal
property or fixtures in which a security interest can be granted under Article 9 of the NY UCC.
10. The
Indenture has been duly qualified under the Trust Indenture Act.
The opinions set forth
above are subject to the following qualifications:
A. The
opinions expressed in paragraphs 1 and 2 with respect to the legality, validity, binding nature and enforceability of the Indenture
and the Notes are subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws affecting creditors’ rights generally, whether now or hereafter in effect, (ii) general principles
of equity, including, without limitation, concepts of materiality, laches, reasonableness, good faith, fair dealing and judicial
discretion and the principles regarding when injunctive or other equitable remedies will be available (regardless of whether considered
in a proceeding at law or in equity), (iii) the qualification that certain provisions of the Transaction Documents are or may be
unenforceable in whole or in part, but, subject to the other limitations as to enforceability expressed in this opinion and any
limitations contained in the Transaction Documents, the inclusion of such provisions does not prevent the practical realization
of the benefits intended to be afforded by the Company’s principal obligations under the Transaction Documents except for
the economic consequences, if any, resulting from any delay imposed by applicable laws, rules and regulations, court decisions
or procedures or constitutional requirements, and (iv) the effect of any rule of law that may, where less than all of a contract
may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion
is not an essential part of the agreed exchange.
B. In
rendering the opinions set forth above, we have made no examination of, and we express no opinion with respect to, any accounting
matters. Our opinion in paragraph 3 above covers only violations, breaches or defaults that can be definitively determined as of
the date of this opinion letter, does not cover violations, breaches or defaults the occurrence of which is dependent upon future
events or circumstances or compliance with financial covenants or ratios, and is based upon the provisions contained in any Material
Agreement being given their plain meaning. Our opinion in paragraph 4 above is not intended to cover consents, approvals or filings
that might be required as a result of the conduct by the Company of its business or operations.
C. We
express no opinion as to the validity, legality, binding effect or enforceability of any covenant or agreement (i) providing for
release or limitation of liability for or the indemnification against or contribution with respect to any losses, claims, damages,
expenses or liabilities incurred by any person (a) as a result of any violation of any securities law, (b) as a result of gross
negligence or willful misconduct, (c) as a result of the negligence of a person if a court would find that the intent to indemnify
such person for such person’s negligence was not clearly expressed, (d) as a result of fraud or misrepresentation, or (e)
if a court would find that such indemnification, contribution or release otherwise violates public policy; (ii) requiring that
any amendment, modification or waiver of any Transaction Document shall not be effective unless in writing, (iii) providing for
the waiver of or consent to service of process in any manner other than as provided by law, (iv) providing that delays will not
operate as waivers, (v) which requires the payment of interest on overdue but unpaid interest or fixed late payment charges, (vi)
relating to severability as applied to any portion of a Transaction Document deemed by a court to be material, or (vii) waiving
the benefits of any statutory provision or common law right where such waiver violates limitations imposed by statute or is against
public policy.
D. Our
opinions (i) are limited to only those laws, rules and regulations that we have, in our experience, but without any special investigation,
recognized as generally applicable to the transactions contemplated by the Transaction Documents; (ii) exclude the following: the
USA PATRIOT Act, Executive Order 13224, and other laws relating to anti-terrorism; the Trading with the Enemy Act and other laws
restricting activities with foreign states, persons and groups; laws relating to currency transactions; laws relating to alcohol,
drugs, firearms or other regulated items; laws relating to energy or natural resource production, transportation, distribution
or storage; the Foreign Corrupt Practices Act; laws regulating banking, insurance, financial institutions, communications or transportation
or otherwise applicable as a part of a regulatory regime applicable to the Company or its affiliates due to its or their status,
business or assets; the Dodd-Frank Wall Street Reform and Consumer Protection Act; laws similar to the foregoing; all orders, rules
and regulations relating to the foregoing; and all laws, rules and regulations of the type described in Section 19 of the Legal
Opinion Accord of the American Bar Association Section of Business Law (1991); and (iii) are subject to the effect of any laws,
rules or regulations not covered by our opinions. In addition, we express no opinion as to any law, rule or regulation to which
the Company may be subject as a result of your or the underwriters’ legal or regulatory status.
E. The
foregoing opinions are limited to the laws of the State of New York and the federal laws of the United States of America, and we
express no opinions with respect to the laws of any other jurisdiction.
The Registration Statement
became effective under the Act upon filing with the Commission on October 15, 2019; the Pricing Prospectus was filed with
the Commission pursuant to Rule 424(b) on January 28, 2020 in a manner and within the time period required by Rule 424(b) under
the Act; the Prospectus was filed with the Commission pursuant to Rule 424(b) on January [__], 2020 in a manner
and within the time period required by Rule 424(b) under the Act; and, based solely on the contents of the Commission’s
stop orders webpage located at www.sec.gov/litigation/stoporders.shtml, as of 8:30 a.m. Eastern Time on the date hereof, no
stop order suspending the effectiveness of the Registration Statement has been issued under the Act and, to our knowledge, no proceedings
for that purpose have been initiated by the Commission.
In addition, we have
participated in conferences with officers and representatives of the Company, representatives of the independent registered public
accounting firm of the Company and the underwriters at which the contents of the Registration Statement, the Disclosure Package
and the Prospectus and related matters were discussed and, although we are not passing upon, and do not assume any responsibility
for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package and
the Prospectus and have made no independent check or verification thereof (except to the extent expressly addressed in paragraph 7
above), on the basis of the foregoing, no facts have come to our attention that have led us to believe that the Registration Statement,
at the time it became effective, contained an untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not misleading or that the Disclosure Package, as of the Applicable
Time, or the Prospectus, as of its date or as of the date hereof, included or includes an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that we express no opinion or belief with respect to the financial statements,
schedules and other financial data included therein.
The opinions expressed
in this opinion letter are as of the date of this opinion letter only and as to the laws covered hereby only as they are in effect
on that date, and we assume no obligation to update or supplement any such opinion to reflect any facts or circumstances that may
come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein
are limited to the matters expressly set forth in paragraphs 1 through 10 of this opinion letter, and no opinion is given or may
be inferred beyond the matters expressly set forth in paragraphs 1 through 10 of this opinion letter.
This opinion letter
is furnished by us as special counsel for the Company, is solely for the benefit of the underwriters in connection with the transactions
stated herein, and is not to be given to or relied on by any other person or entity or for any other purpose without our prior
written consent. No interest you may have under or with respect to this opinion letter may be assigned without our prior written
consent.
|
|
Very truly yours,
|
|
|
|
|
|
SCHIFF HARDIN LLP
|
|
|
|
|
|
|
|
|
By:
|
|
EXHIBIT B
{Letterhead
of Hutchison & Steffen, PLLC}
January 30, 2020
Barclays Capital Inc.
BNP Paribas Securities Corp.
Mizuho Securities USA LLC
PNC Capital Markets LLC
RBC Capital Markets, LLC
c/o Mizuho Securities USA LLC
as Representative of the Underwriters listed
on Exhibit A hereto.
320 Park Avenue – 12th Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as special
Nevada counsel to Nevada Power Company, a Nevada corporation (the “Opinion Party”), in connection with the issuance
and sale by the Opinion Party of: (i) $[ ] aggregate principal amount of the Opinion Party’s [ ]% General and Refunding Mortgage
Notes, Series DD, due 2030 (the “Series DD Notes”); and (ii) $[ ] aggregate principal amount of the Opinion
Party’s [ ]% General and Refunding Mortgage Notes, Series EE, due 2050 (the “Series EE Notes”, and collectively
with the Series DD Notes, the “Offered Securities”), pursuant to (a) the Underwriting Agreement dated January
28, 2020 between the Opinion Party and the underwriters, for whom you are acting as representatives (the “Underwriting
Agreement”), (b) the registration statement on Form S-3 (File No. 333-234207) (the “Registration Statement”),
as filed with the Securities and Exchange Commission, and (c) the final prospectus supplement dated January 28, 2020, including
a base prospectus dated October 15, 2019 (together, the “Prospectus”). The Offered Securities will be issued
under the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended and supplemented to the date hereof, including
by the Officer’s Certificate dated the date hereof as to the Series DD Notes (the “Series DD Officer’s Certificate”)
and the Officer’s Certificate dated the date hereof as to the Series EE Notes (the “Series EE Officer’s Certificate”)
establishing the terms of the Offered Securities (as so amended and supplemented, the “Indenture”), between
the Opinion Party and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This opinion
is delivered to you at the request of the Opinion Party and pursuant to Section 6(c) of the Underwriting Agreement. Except as otherwise
indicated herein, any capitalized term used and not otherwise defined herein has the meaning assigned to such term in the Underwriting
Agreement.
This opinion letter
is being furnished to the addressees hereof (subject to all of the qualifications, exceptions, assumptions, definitions, exclusions
and other limitations set forth herein) (this “Opinion Letter”).
1.
Documents Reviewed
For purposes of these
opinions, we have reviewed the executed originals or copies of the following documents:
1.1 The Underwriting Agreement;
1.2 The Registration Statement;
1.3 The Preliminary Prospectus;
1.4 The Prospectus;
1.5 Disclosure Package;
1.6
The Indenture;
1.7
The Offered Securities;
1.8
The Opinion Party’s Restated Articles of Incorporation, dated July 28, 1999, as certified by the Opinion Party and the Secretary
of State of the State of Nevada;
1.9
The Opinion Party’s Amended and Restated By-Laws, dated December 27, 2017, as certified by the Opinion Party;
1.10
The Statement of Unanimous Written Consent to Action Taken in Lieu of a Meeting of the Board of Directors of the Opinion Party,
dated October 1, 2019, as certified by the Opinion Party;
1.11
The Notice of Filing of Security Instruments by Nevada Power Company, a Public Utility, dated May 18, 2001;
1.12 The Company Order of the Opinion Party, dated January 30, 2020, issued pursuant to Sections 1.04, 4.01(b), and 4.03(b)(i) of the
Indenture;
1.13
The Series DD Officer’s Certificate;
1.14
The Series EE Officer’s Certificate;
1.15
The Officer’s Certificate to Hutchison & Steffen, PLLC, dated January 29, 2020 (“Officer’s Certificate”);
1.16
The Property Certificate of the Opinion Party to Hutchison & Steffen, PLLC, dated January 29, 2020 (the “Property
Certificate”);
1.17 The Officer’s Certificate of even date herewith issued pursuant to Sections 1.04, 4.01(e), and 4.03(b)(ii) of the Indenture
(the “Additional Officer’s Certificate”);
1.18
The Certificate of Existence with Status in Good Standing with respect to the Opinion Party, dated January 29, 2020, issued by
the Secretary of State of the State of Nevada (the “Good Standing Certificate”);
1.19 A copy of the order dated November 20, 2019 (Docket No. 19-10006) (the “Order”) issued by the Public Utilities
Commission of the State of Nevada (the “PUCN”);
1.20 The Policy of Title Insurance issued by First American Title Insurance Company, dated May 24, 2001, Policy No. LV-864000A-JS, including
endorsements thereto dated October 18, 2001, October 29, 2002, and May 23, 2017, respectively (collectively, the “2001
Title Policy”);
1.21 The Policy of Title Insurance issued by First American Title Insurance Company, dated August 18, 2003, Policy No. 42683-JS, including
endorsements thereto of even date therewith and endorsements thereto dated May 23, 2017 (the “2003 Title Policy”);
We have further made
such inquiries and investigations of law as we have deemed necessary or appropriate for the purpose of rendering these opinions.
We have made no other independent investigation or inquiry.
The documents listed
in paragraphs 1.1 through 1.7 above are referred to herein collectively as the “Transaction Documents.” The
documents listed in paragraphs 1.8 through 1.12 above are referred to herein collectively as the “Corporate Documents.”
The Officer’s Certificate, the Property Certificate, the Series DD Officer’s Certificate, the Series EE Officer’s
Certificate, the Additional Officer’s Certificate, and the Good Standing Certificate are, collectively, the “Certificates.”
As used herein, all
references to (1) “Nevada Laws” shall mean any laws, statutes, rules and regulations of the State of Nevada
in effect on the date of this Opinion Letter; (2) “courts” or “governmental agencies” shall mean and are
limited to those of the State of Nevada, excluding their political subdivisions and local agencies, and excluding any international,
foreign or federal governments.
2.
Assumptions, Exceptions and Qualifications
2.1 In rendering the opinions set forth below, we have, with your consent and without any independent investigation or inquiry, assumed:
2.1.1 The genuineness of signatures not witnessed by us, the authenticity of the Transaction Documents, Corporate Documents, and Certificates
submitted to us as originals, and the conformity to originals of the Transaction Documents, Corporate Documents, and Certificates
submitted to us as copies;
2.1.2
The conduct of the parties to the transactions contemplated by the Transaction Documents complies with any requirement of good
faith, fair dealing and conscionability;
2.1.3
There has not been any mutual mistake of fact or fraud, duress or undue influence;
2.1.4
The Transaction Documents accurately describe the mutual understanding of the parties as to all matters contained therein and that
no other agreements or undertakings exist between the parties relating to the transactions contemplated by, or the subject matter
of, the Transaction Documents;
2.1.5
The necessary legal capacity of all natural persons signing the Transaction Documents, Corporate Documents, and Certificates;
2.1.6
The Transaction Documents have been duly and validly authorized, signed, and delivered by each party thereto and have been or will
be properly acknowledged, where appropriate, except that we make no such assumption with respect to the Opinion Party;
2.1.7
All parties to the Transaction Documents have the requisite corporate or organizational power and authority to enter into the Transaction
Documents and to perform their obligations and be responsible for their liabilities thereunder, except that we make no such assumption
with respect to the Opinion Party;
2.1.8
Each party executing the Transaction Documents has been duly and validly formed and is in good standing in all relevant jurisdictions,
except that we make no such assumption with respect to the Opinion Party and its compliance with the laws of the State of Nevada;
2.1.9
Except as expressly provided in the opinion paragraphs below, all consents and approvals to any contract rights of the Opinion
Party required to be obtained by parties to the Transaction Documents have been either obtained, or will be obtained, from all
applicable third parties and governmental authorities, or no consents or approvals are required; and
2.1.10 The certifications, representations, and warranties as to matters of fact in the Transaction Documents, Corporate Documents, and
Certificates are accurate and may be relied upon by us.
2.2
The opinions set forth below are subject to the following limitations, exceptions and qualifications:
2.2.1
The opinions set forth in paragraph 3.1 below with respect to the valid existence and good standing of the Opinion Party under
the laws of the State of Nevada are based solely upon our review of the Good Standing Certificate dated January 29, 2020 and our
review of the official website of the Secretary of State of the State of Nevada on January 29, 2020;
2.2.2
The opinions set forth in paragraph 3.3 below are based solely upon our review of the Officer’s Certificate;
2.2.3
The enforceability of the Transaction Documents and the availability of the rights and remedies provided for therein, may be limited
by applicable bankruptcy, fraudulent transfer, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation, conservatorship
or rearrangement laws or equitable principles, relating to, limiting or affecting the enforcement of creditors’, assignees’
and secured parties’ rights, generally. In addition, such opinions are subject to the effect of general principles of equity,
including without limitation, concepts of materiality, reasonableness, public policy, good faith and fair dealing, conscionability,
and the possible availability or unavailability of specific performance or injunctive relief, regardless of whether considered
in a proceeding in equity or at law, and the exercise of judicial discretion in accordance with courts and Nevada Laws;
2.2.4 We express no opinion as to any other document other than as set forth herein or any matter other than as expressly provided in
the opinions set forth in this Opinion Letter, and we disclaim any obligation to provide an opinion on any other matter;
2.2.5 We do not express any opinion concerning any law other than the laws of the State of Nevada (excluding state “Blue Sky”
laws and regulations, and any laws, rules or regulations relating to gaming, antitrust, environmental, land use, pension, employee
benefit, insolvency, securities, fraudulent transfer or other fraud or misrepresentation, antiterrorism or money laundering, on
which we express no opinion). Although certain members of this firm are admitted to practice in other states, we have not examined
the laws of any state other than the State of Nevada nor have we consulted with members of this firm who are admitted in other
jurisdictions with respect to the laws of such jurisdictions;
2.2.6
The opinions in this letter are limited in all respects to the laws of the State of Nevada now in effect, to the matters set forth
herein and as of the date hereof, and we assume no obligation and expressly decline any undertaking to revise, update, or supplement
any of these opinions to reflect any fact or circumstance that may hereafter change or come to our attention or any changes in
law or procedure that may hereafter occur or become effective, which would cause us to modify, in whole or in part, any of our
opinions expressed in this Opinion Letter;
2.2.7
We express no opinion on federal, county or municipal law;
2.2.8
We express no opinion as to:
(i) the creation, validity or perfection of any lien on personal property to which Article 8 or 9 of the Uniform Commercial Code of
Nevada (the “Code”) does not apply and in which a security interest cannot be perfected by filing a financing
statement or fixture filing, by possession, or by control under the Code;
(ii) the creation, validity or perfection of a security interest in any property required to be perfected in any states other than the
State of Nevada, pursuant to Section 104.9301 et seq. of the Code;
(iii)
any provision of the Transaction Documents that purports to continue or reinstate any lien after all obligations and liabilities
under all of the Transaction Documents have been paid and performed in full;
(iv) the validity and enforceability of any provisions in the Transaction Documents purporting to exculpate, release or indemnify any
party from or against, or waive or otherwise limit liability for, or establish non-culpability of any lender or lienholder for,
any liability, loss or action to the extent contrary to public policy;
(v) the legality, validity, binding nature or enforceability of any provision of the Transaction Documents to the effect that rights
or remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to any other right or
remedy, that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise
or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy;
(vi)
the creation, validity or perfection of a security interest in any cash or cash equivalents;
(vii)
any security interest that is terminated or released;
(viii)
any provision in the Transaction Documents providing for exclusive jurisdiction of particular courts, agency proceedings, tribunals,
or panels or purporting to waive, alter or limit, or restrict access to: (a) legal or equitable rights and remedies, including,
without limitation, competent jurisdiction, venue, the right to trial by jury, the manner or method of service of process, and
objections to the laying of venue or forum on the basis of forum non conveniens, or (b) statutory rights, including the
waiver or release of, or the agreement not to assert, setoffs, claims, counterclaims, defenses (including without limitation any
applicable statute of limitations), causes of action, rights or remedies, and the right to receive notice or to be allowed to cure,
reinstate or redeem in the event of default, to the extent such provisions are not available under applicable Nevada law;
(ix)
the reasonableness of any provision in the Transaction Documents that provides for (a) liquidated damages for the breach of a contract,
or (b) an increase in the rate of interest or imposing a late payment charge, forfeiture or penalty (prepayment penalty or otherwise)
in the event of delinquency or default, in each case, to the extent such provisions are deemed to constitute a penalty;
(x)
the location of filing of any financing statements other than any financing statements to be filed in the State of Nevada; or
(xi)
the effect of provisions with respect to a party’s right to collect a deficiency except upon compliance with applicable Nevada
law.
2.2.9 We express no opinion regarding the authorization, registration, business qualification or good standing of NV Energy, Inc., a
Nevada corporation, or Berkshire Hathaway Energy Company, an Iowa corporation;
2.2.10 We are assuming that with respect to any collateral described in the Transaction Documents, other than real property, under the
Code: (i) value has been given and the collateral exists, and (ii) the collateral descriptions in the Transaction Documents are
adequate for purposes of Section 104.9108 of the Code;
2.2.11 We assume, with your permission, that there are no actions, suits, proceedings, or investigations (whether formal or informal),
instituted, threatened in writing or pending before or by any federal or state court, governmental, regulatory, or administrative
agency, or by any other person, in connection with any transaction contemplated by the Transaction Documents which would (i) have
any effect upon or relate to, the authorization, delivery, consummation or performance of any transaction or action contemplated
by the Transaction Documents or (ii) prohibit, limit, interfere with or restrain any transaction or action contemplated by the
Transaction Documents, except that the statements made in paragraph 3.8 are not based on any assumption made in this paragraph
2.2.11;
2.2.12 The opinions set forth in paragraph 3.10 below as to the identities of all real property acquired by the Opinion Party since August
18, 2003 are based solely on our review of the Property Certificate without any independent investigation or inquiry;
2.2.13 Requirements in the Transaction Documents specifying that provisions thereof may only be waived in writing may not be valid, binding
or enforceable to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created
modifying any provision of such documents;
2.2.14 Whenever a statement herein is qualified by the phrase “to our knowledge,” “to the best of our knowledge,”
or “known to us” or a similar phrase, we have, with your consent and without any independent investigation, advised
you concerning only the conscious awareness of the facts in the possession of those attorneys who have provided legal services
in connection with the Transaction Documents and this Opinion Letter and, solely as to information relevant to a particular opinion
issue or confirmation regarding a particular factual matter (e.g., pending or threatened legal proceedings), those attorneys at
Hutchison & Steffen, PLLC who are primarily responsible for providing the response concerning that particular opinion issue
or confirmation; and
2.2.15 This Opinion Letter is provided to you as a legal opinion only, and not as a guarantee or warranty of any matters discussed herein.
The opinions expressed herein are limited to those matters expressly set forth, and no opinion is to be inferred or implied beyond
the matters expressly so stated.
3.
Opinions
Based on the foregoing
and relying thereon, and subject to the assumptions, limitations, exceptions and qualifications set forth above, it is our opinion
that:
3.1 The Opinion Party has been duly organized and is validly existing and in good standing under the laws of the State of Nevada
as a corporation;
3.2 The Opinion Party has the corporate power and authority to own, lease and operate its property and conduct its business
as described in the Disclosure Package and the Prospectus, and to authorize, execute, deliver and perform its obligations under
the Transaction Documents, including without limitation the authorization, offering, issuance and sale of the Offered Securities;
3.3 All
shares of issued and outstanding capital stock of the Opinion Party are owned, beneficially and of record, by NV Energy, Inc.,
a Nevada corporation. All shares of issued and outstanding capital stock of NV Energy, Inc. are owned, indirectly, by Berkshire
Hathaway Energy Company, an Iowa corporation;
3.4
The Underwriting Agreement has been duly and validly authorized, executed and delivered by the Opinion Party;
3.5 To
the extent Nevada law governs, the Indenture constitutes a valid and binding agreement on the part of the Opinion Party, enforceable
against the Opinion Party in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by equitable
principles generally;
3.6 The
Offered Securities have been duly and validly authorized, and, to the extent Nevada law governs such issues, upon authentication
thereof by the Trustee in accordance with the Indenture and payment therefor as provided in the Underwriting Agreement, will be
validly issued and outstanding, enforceable against the Opinion Party in accordance with their terms, except as enforcement may
be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and by equitable principles generally;
3.7
The PUCN has entered an appropriate Order, which to our knowledge remains in full force and effect on the date of this letter,
which authorizes or permits the issuance of the Offered Securities by the Opinion Party; and such Order constitutes the only approval,
authorization, consent or other order of, or notification to, any governmental body legally required by the State of Nevada in
connection with the regulation of the Opinion Party as a public utility for the authorization of the execution, delivery, and performance
by the Opinion Party of the Underwriting Agreement and the issuance of the Offered Securities by the Opinion Party pursuant to
the terms of the Underwriting Agreement. To our knowledge, other than the Order, no consent, approval, authorization or order of,
or filing or registration by the Opinion Party with, any Nevada court, Nevada governmental agency or third party is required for
the consummation by the Opinion Party of the transactions contemplated by the Transaction Documents or the performance by the Opinion
Party of its obligations thereunder, except such as have been obtained or made;
3.8
To the best of our knowledge, there are no legal or governmental actions, suits or proceedings before any courts or governmental
agencies now pending, threatened against, or involving the Opinion Party or any of its subsidiaries (i) of a character that are
required to be disclosed in the Registration Statement, the Disclosure Package, or the Prospectus and which are not adequately
disclosed in the Registration Statement, the Disclosure Package, or the Prospectus; (ii) that, if determined adversely to the Opinion
Party or any of its subsidiaries would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect
or a material adverse effect on the ability of the Opinion Party to perform its obligations under the Transaction Documents; or
(iii) that would call into question the validity of the Transaction Documents or the authority of the Opinion Party to enter into
the Transaction Documents to which it is a party;
3.9 The
execution, delivery and performance by the Opinion Party of the Transaction Documents to which it is a party and the issuance
and sale of the Offered Securities and the use of proceeds of the Offered Securities as designated in the Disclosure Package and
he Prospectus do not and will not: (A) conflict with the corporate charter or by-laws of the Opinion Party; or (B) result in a
violation of any Nevada statute, rule, regulation, order, judgment or decree of any courts or governmental agencies in Nevada
having jurisdiction over the Opinion Party or any of its affiliates or any of their properties, where any such conflict, encumbrance,
breach, default or violation under this clause (B) is reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect or a material adverse effect on the ability of the Opinion Party to perform its obligations under the Transaction
Documents;
3.10 Except for minor defects or irregularities, the Opinion Party has good and marketable title to all real property acquired
in fee title (and not subsequently disposed of) by the Opinion Party in the State of Nevada since August 13, 2003, subject only
to the lien of the Indenture and Permitted Liens (as defined in the Indenture);
3.11
Except as otherwise set forth in this Opinion Letter, the exceptions from coverage identified on Schedule B to the 2001
Title Policy and held by the Trustee, constitute Permitted Liens; provided, however, that in giving this opinion we have
relied on the Property Certificate without any independent investigation, to the effect, among other things, that such exceptions
meet the non-materiality and/or other qualifications set forth in clauses (c), (d), (e) and/or (g) in the definition of Permitted
Liens in the Indenture;
3.12
Except as otherwise set forth in this Opinion Letter, the exceptions from coverage referred to on Schedule B to the 2003
Title Policy held by the Trustee constitute Permitted Liens; provided, however, that in giving this opinion we have relied
on the Property Certificate without any independent investigation, to the effect, among other things, that such exceptions meet
the non-materiality and/or other qualifications set forth in clauses (c), (d), (e) and/or (g) in the definition of Permitted Liens
in the Indenture;
3.13 The Indenture, which was properly filed and recorded, constitutes a valid mortgage lien on the real properties located in
the State of Nevada that are specifically or generally described or referred to in the Indenture as being subject to the Lien thereof
(and not subsequently released from such Lien), enforceable against the Opinion Party in accordance with its terms, provided, however,
that, except as stated in paragraph 3.10, we express no opinion regarding the priority of any mortgage lien so recorded. The security
interest granted by the Opinion Party to the Trustee in the Indenture constitutes a duly perfected security interest in the fixtures
and personal property located in the State of Nevada which are specifically or generally described or referred to in the Indenture
as being subject to the security interest granted therein (and not subsequently released from such Lien), to the extent that, under
the Code, a security interest in such property can be perfected by the filing of a financing statement, which perfected security
interest is enforceable against the Opinion Party in accordance with its terms, provided, however, that, except as stated in paragraph
3.10, we express no opinion regarding the priority of any lien so perfected. The Indenture by its terms effectively subjects to
the Lien thereof all property located in the State of Nevada (other than Excepted Property, as defined in the Indenture) acquired
by the Opinion Party after the date of the execution and delivery of the Indenture (and not subsequently released from such Lien),
subject to no Lien prior to the Lien of the Indenture except Permitted Liens, any Lien thereon existing at the time of such acquisition
and any Lien for unpaid portions of the purchase price thereof placed thereon at the time of such acquisition, and also except
as otherwise provided in Article XIII of the Indenture and except for possible claims of a trustee in bankruptcy and possible claims
and taxes of the federal government;
3.14 No taxes (as distinguished from filing and recordation fees) are payable to the State of Nevada, or any subdivision or agency
thereof, in connection with the execution and delivery of the Underwriting Agreement establishing the series and terms of the Offered
Securities or the issuance and sale of the Offered Securities, and all filing and recording fees as to the Indenture have been
paid.
This Opinion Letter
is made with the knowledge and understanding that the addressees (but no other persons) may rely thereon in connection with the
transactions provided for in the Transaction Documents and is solely for the addressees’ benefit, and this Opinion Letter
may not be disclosed to or relied upon by any person other than the addressees, except that (i) this Opinion Letter may be
disclosed to independent auditors, bank examiners, legal counsel, regulatory and other governmental authorities having jurisdiction
or regulatory authority over the respective addressee requesting (or requiring) such disclosure and pursuant to lawful order or
legal process of any court or governmental agency; (ii) this Opinion Letter may be furnished for information (but not reliance)
to third parties in connection with their requests submitted under the Freedom of Information Act (5 U.S.C. §552), unless
determined to be exempt from disclosure in accordance with 5 U.S.C. §552, (iii) this Opinion Letter may be disclosed to and
relied upon by the respective addressees’ successors by merger or acquisition; (iv) there are no intended third party beneficiaries
of this Opinion Letter; and (v) this Opinion Letter may be disclosed in connection with any legal action to which you are a party
arising out of your participation in the subject matter of the Transaction Documents. However, this Opinion Letter specifically
cannot be used or relied upon in any way in any advertisement, solicitation, prospectus or sales information regarding sale to
others of the financial interests acquired by or as a result of the Transaction Documents.
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Very
truly yours,
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HUTCHISON
& STEFFEN, PLLC
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EXHIBIT A
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Barclays Capital Inc.
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BNP Paribas Securities Corp.
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Mizuho Securities USA LLC
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PNC Capital Markets LLC
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RBC Capital Markets, LLC
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