Ladies and Gentlemen:
We have acted as counsel to Dominion Energy Gas Holdings, LLC, a Virginia limited liability company (the Company), in connection with the issuance and sale by the Company of up to U.S. $600,000,000 aggregate principal amount of its 2019 Series A 2.50% Senior Notes due 2024 (the Series A Senior Notes), up to U.S. $600,000,000 aggregate principal amount of its 2019 Series B 3.00% Senior Notes due 2029 (the Series B Senior Notes) and up to U.S. $300,000,000 aggregate principal amount of its 2019 Series C 3.90% Senior Notes due 2049 (the Series C Senior Notes and, collectively with the Series A Senior Notes and Series B Senior Notes, the Senior Notes) pursuant to an Underwriting Agreement dated November 18, 2019, by and among the Company and the Underwriters listed on Schedule I attached thereto (the Underwriting Agreement). This letter is being delivered to you pursuant to the Underwriting Agreement. All terms not otherwise defined herein have the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements, and other instruments, certificates of public officials, certificates of officers and representatives of the Company and the Trustee, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company, the Trustee and other appropriate persons and statements contained in the Registration Statement hereinafter mentioned. All legal proceedings taken as of the date hereof in connection with the transactions contemplated by the Underwriting Agreement have been satisfactory to us.
On this basis we are of the opinion that:
1. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than those required under the Securities Act and the Rules and Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states) is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or the due execution, delivery or performance of the Indenture by the Company or for the offering, issuance, sale or delivery of the Senior Notes as contemplated by the Underwriting Agreement.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
3. The Indenture has been duly authorized, executed and delivered by the Company and has been duly qualified under the Trust Indenture Act and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, under the laws of the State of New York, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights generally or by general equitable principles (regardless whether enforcement is considered in a proceeding in equity or at law).