AILLP Ameren Illinois Company (PK)

 

Exhibit 5.1

 

	Chonda J. Nwamu
	Executive Vice President
	General Counsel & Secretary
	Ameren Corporation

 

October 13, 2023

 

Ameren Corporation

Union Electric Company

 

c/o Ameren Corporation

1901 Chouteau Avenue

St. Louis, Missouri 63103

 

Ladies and Gentlemen:

 

I am Executive Vice President, General Counsel and Secretary of Ameren Corporation, a Missouri corporation (“Ameren”). Ameren, Union Electric Company, a Missouri corporation (“UE”), and Ameren Illinois Company, an Illinois corporation, will file a Registration Statement on Form S-3 (the “Registration Statement”) on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for, among other securities, the registration by:

 

(a)            Ameren of

 

(1)            an indeterminate amount of its (i) senior debt securities (“Ameren Senior Debt Securities”), (ii) subordinated debt securities (“Ameren Subordinated Debt Securities”), (iii) common stock, $.01 par value (“Common Stock”), (iv) preferred stock (“Ameren Preferred Stock”), (v) stock purchase contracts (“Stock Purchase Contracts”), and (vi) stock purchase units, each comprised of a Stock Purchase Contract and any of Ameren Senior Debt Securities, Ameren Subordinated Debt Securities, or debt obligations of third parties (including, but not limited to, United States Treasury securities), in each case pledged to secure the holder’s obligation to purchase shares under the Stock Purchase Contract (“Stock Purchase Units”); and

 

(2)            shares of Common Stock having an aggregate gross sales price of up to $907,700,000 (“Sales Agreement Shares”) available for sale pursuant to the Equity Distribution Sales Agreement, dated May 12, 2021 (the “Sales Agreement”), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as sales agents and as forward sellers, and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), and the separate letter agreements, dated May 12, 2021, in the form attached as Exhibit C to the Sales Agreement (each, a “Forward Confirmation”) entered into with respect to the Forward Purchasers; and

 

 

(b)            UE of an indeterminate amount of its (i) senior secured debt securities (“UE Senior Secured Debt Securities”), (ii) first mortgage bonds (“UE Bonds”), (iii) senior unsecured debt securities (“UE Senior Unsecured Debt Securities”), and (iv) preferred stock (“UE Preferred Stock”, and together with the Ameren Senior Debt Securities, Ameren Subordinated Debt Securities, Common Stock (which includes the Sales Agreement Shares), Ameren Preferred Stock, Stock Purchase Contracts, Stock Purchase Units, UE Senior Secured Debt Securities, UE Bonds, and UE Senior Unsecured Debt Securities, the “Securities”).

 

I, or persons under my supervision or control, have reviewed originals (or copies certified or otherwise identified to my satisfaction) of the Registration Statement (including the exhibits thereto), the Restated Articles of Incorporation, as amended (“Ameren Charter”), and By-Laws, as amended, of Ameren, the Restated Articles of Incorporation (“UE Charter”) and Bylaws, as amended, of UE, each as in effect on the date hereof, corporate and other documents, records and papers and certificates of public officials, and other such documents and materials as I, or persons under my supervision or control, have deemed necessary or appropriate for purposes of this opinion, including the Sales Agreement and each Forward Confirmation with respect to the Sales Agreement Shares. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents.

 

On the basis of such review, and after consultation with other company attorneys as I have deemed appropriate, and assuming that (a) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states or other jurisdictions shall have been complied with, (b) appropriate resolutions have been adopted by the Board of Directors (or a duly appointed committee thereof) of Ameren or UE, as the case may be, and remain effective authorizing the issuance and sale of the applicable Securities, and (c), in the case of Securities issued by UE, the applicable Securities have been issued and sold upon the terms specified in such resolutions and in any required orders of the Missouri Public Service Commission, the Federal Energy Regulatory Commission, or other applicable regulatory authorities, I am of the opinion that:

 

1.             The Ameren Senior Debt Securities and the Ameren Subordinated Debt Securities, as the case may be, will constitute valid and binding obligations of Ameren, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting mortgagees’ and other creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought (collectively, the “Exceptions”), when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of December 1, 2001, between Ameren and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“Ameren Senior Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the Ameren Senior Debt Securities, or

 

 

(b)            an indenture with respect to the Ameren Subordinated Debt Securities (“Ameren Subordinated Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the Ameren Subordinated Debt Securities,

 

as applicable, has been duly executed and delivered by the proper officers of Ameren and the trustee named therein, and such Ameren Senior Debt Securities or Ameren Subordinated Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the Ameren Senior Indenture or the Ameren Subordinated Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

2.              The Common Stock, other than the Sales Agreement Shares, will be legally issued, fully paid and non-assessable when the Common Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and, if issued pursuant to Stock Purchase Contracts or Stock Purchase Units, in accordance with the terms thereof, and upon receipt by Ameren of the full purchase price thereof.

 

3.              The Sales Agreement Shares to be issued and sold by Ameren (a) pursuant to the Sales Agreement will be legally issued, fully paid and non-assessable when issued and delivered by Ameren in accordance with the Sales Agreement against payment of the consideration contemplated thereby, and (b) pursuant to the terms of a supplemental forward confirmation to a Forward Confirmation will be legally issued, fully paid and non-assessable when the terms have been established in accordance with the Sales Agreement and when issued upon physical settlement or net share settlement, as applicable, in accordance with such Forward Confirmation (and such related supplemental forward confirmation) against payment of the consideration contemplated thereby.

 

4.              The Ameren Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)             the Ameren Charter has been validly, legally and appropriately amended further designating and describing each series of Ameren Preferred Stock to be issued and sold, and

 

(b)            such Ameren Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the Ameren Charter and applicable Missouri law and, if issued pursuant to Stock Purchase Contracts or Stock Purchase Units, in accordance with the terms thereof, and upon receipt by Ameren of the full purchase price thereof.

 

5.              The Stock Purchase Contracts and the Stock Purchase Units will constitute valid and binding obligations of Ameren, except as may be limited by the Exceptions, when:

 

(a)            the Stock Purchase Contracts or the Stock Purchase Units, as the case may be, have been issued and sold on the terms and conditions set forth in the Registration Statement, and

 

 

(b)            the applicable purchase contract agreement and any related pledge agreement have been duly authorized, executed and delivered by the parties thereto.

 

6.              The UE Senior Secured Debt Securities, the UE Bonds and the UE Senior Unsecured Debt Securities, as the case may be, will constitute valid and binding obligations of UE, except as may be limited by the Exceptions, when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of August 15, 2002, between UE and The Bank of New York Mellon, as successor trustee, as amended (“UE Senior Secured Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Senior Secured Debt Securities,

 

(b)            the supplemental indenture or other instrument under the Indenture of Mortgage and Deed of Trust, dated June 15, 1937, between UE and The Bank of New York Mellon, as successor trustee, as amended (“UE Mortgage”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Bonds, or

 

(c)            an indenture with respect to the UE Senior Unsecured Debt Securities (“UE Senior Unsecured Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Senior Unsecured Debt Securities,

 

as applicable, has been duly executed and delivered by the proper officers of UE and the trustee named therein, and such UE Senior Secured Debt Securities, UE Bonds or UE Senior Unsecured Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the UE Senior Secured Indenture, the UE Mortgage or the UE Senior Unsecured Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

7.              The UE Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)            the UE Charter has been validly, legally and appropriately amended further designating and describing each series of UE Preferred Stock to be issued and sold, and

 

(b)            such UE Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the UE Charter and applicable Missouri law, and upon receipt by UE of the full purchase price thereof.

 

This opinion is limited to the laws of the States of Missouri and New York and the federal laws of the United States of America insofar as they bear on the matters covered hereby. As to all matters of New York law, I have relied, with your consent, upon an opinion letter dated the date hereof rendered to you by Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Missouri law, Morgan, Lewis & Bockius LLP is authorized to rely upon this opinion as if it were addressed to them.

 

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in the Registration Statement, including under the headings “Legal Matters” in the prospectuses for Ameren and UE included in the Registration Statement. In giving the foregoing consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Chonda J. Nwamu

 

Chonda J. Nwamu

Executive Vice President, General Counsel
and Secretary of Ameren Corporation

 

 

 

Exhibit 5.2

 

 

 

October 13, 2023

 

Ameren Illinois Company

10 Richard Mark Way

Collinsville, Illinois 62234

 

Ladies and Gentlemen:

 

I am Vice President and Deputy General Counsel of Ameren Illinois Company, an Illinois corporation (“AIC”). AIC, Ameren Corporation, a Missouri corporation, and Union Electric Company, a Missouri corporation, will file a Registration Statement on Form S-3 (the “Registration Statement”) on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for, among other securities, the registration by AIC of an indeterminate amount of its (a) senior secured debt securities (“AIC Senior Secured Debt Securities”), (b) first mortgage bonds (“AIC Bonds”), (c) senior unsecured debt securities (“AIC Senior Unsecured Debt Securities”), and (d) preferred stock (“AIC Preferred Stock”, and together with the AIC Senior Secured Debt Securities, AIC Bonds, and AIC Senior Unsecured Debt Securities, the “Securities”).

 

I, or persons under my supervision or control, have reviewed originals (or copies certified or otherwise identified to my satisfaction) of the Registration Statement (including the exhibits thereto), the Restated Articles of Incorporation (“AIC Charter”) and Bylaws, as amended, of AIC, each as in effect on the date hereof, corporate and other documents, records and papers and certificates of public officials, and other such documents and materials as I, or persons under my supervision or control, have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to me as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to me as originals and the correctness of all statements of fact contained in such original documents.

 

 

 

On the basis of such review, and after consultation with other company attorneys as I have deemed appropriate, and assuming that (a) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states or other jurisdictions shall have been complied with, (b) appropriate resolutions have been adopted by the Board of Directors (or a duly appointed committee thereof) of AIC and remain effective authorizing the issuance and sale of the applicable Securities, and (c) the applicable Securities have been issued and sold upon the terms specified in such resolutions and in any required orders of the Illinois Commerce Commission, the Federal Energy Regulatory Commission, or other applicable regulatory authorities, I am of the opinion that:

 

1.            The AIC Senior Secured Debt Securities, the AIC Bonds and the AIC Senior Unsecured Debt Securities, as the case may be, will constitute valid and binding obligations of AIC, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting mortgagees’ and other creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought, when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of June 1, 2006, between AIC and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“AIC Senior Secured Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Senior Secured Debt Securities,

 

(b)            the supplemental indenture or other instrument under the General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992, between AIC (as successor in interest to Illinois Power Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“AIC Mortgage”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Bonds, or

 

(c)            an indenture with respect to the AIC Senior Unsecured Debt Securities (“AIC Senior Unsecured Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Senior Unsecured Debt Securities,

 

as applicable, has been duly executed and delivered by the proper officers of AIC and the trustee named therein, and such AIC Senior Secured Debt Securities, AIC Bonds or AIC Senior Unsecured Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the AIC Senior Secured Indenture, the AIC Mortgage or the AIC Senior Unsecured Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

2.            The AIC Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)            the AIC Charter has been validly, legally and appropriately amended further designating and describing each series of AIC Preferred Stock to be issued and sold, and

 

(b)            such AIC Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the AIC Charter and applicable Illinois law, and upon receipt by AIC of the full purchase price thereof.

 

This opinion is limited to the laws of the States of Illinois and New York and the federal laws of the United States of America insofar as they bear on the matters covered hereby. As to all matters of New York law, I have relied, with your consent, upon an opinion letter dated the date hereof rendered to you by Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Illinois law, Morgan, Lewis & Bockius LLP is authorized to rely upon this opinion as if it were addressed to them.

 

 

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in the Registration Statement, including under the heading “Legal Matters” in the prospectus for AIC included in the Registration Statement. In giving the foregoing consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Stephen C. Lee, Esq.

 

Stephen C. Lee, Esq.

Vice President and Deputy General Counsel

 

 

 

Exhibit 5.3

 

 

 

October 13, 2023

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

 

c/o Ameren Corporation

1901 Chouteau Avenue

St. Louis, Missouri 63103

 

Ladies and Gentlemen:

 

As counsel to Ameren Corporation, a Missouri corporation (“Ameren”), Union Electric Company, a Missouri corporation (“UE”), and Ameren Illinois Company, an Illinois corporation (“AIC”), we have participated in the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) to be filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration by:

 

(a)            Ameren of

 

(1)            an indeterminate amount of its (i) senior debt securities (“Ameren Senior Debt Securities”), (ii) subordinated debt securities (“Ameren Subordinated Debt Securities”), (iii) common stock, $.01 par value (“Common Stock”), (iv) preferred stock (“Ameren Preferred Stock”), (v) stock purchase contracts (“Stock Purchase Contracts”), and (vi) stock purchase units, each comprised of a Stock Purchase Contract and any of Ameren Senior Debt Securities, Ameren Subordinated Debt Securities, or debt obligations of third parties (including, but not limited to, United States Treasury securities), in each case pledged to secure the holder’s obligation to purchase shares under the Stock Purchase Contract (“Stock Purchase Units”); and

 

(2)            shares of Common Stock having an aggregate gross sales price of up to $907,700,000 (“Sales Agreement Shares”) available for sale pursuant to the Equity Distribution Sales Agreement, dated May 12, 2021 (the “Sales Agreement”), with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as sales agents and as forward sellers, and Bank of America, N.A., Barclays Bank PLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, New York Branch, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc and Wells Fargo Bank, National Association, as forward purchasers (the “Forward Purchasers”), and the separate letter agreements, dated May 12, 2021, in the form attached as Exhibit C to the Sales Agreement (each, a “Forward Confirmation”) entered into with respect to the Forward Purchasers; and

 

	Morgan, Lewis & Bockius LLP
	101 Park Avenue
	New York, NY 10178-0060	+1.212.309.6000
	United States	+1.212.309.6001

 

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

October 13, 2023

Page 2

 

 

(b)            UE of an indeterminate amount of its (i) senior secured debt securities (“UE Senior Secured Debt Securities”), (ii) first mortgage bonds (“UE Bonds”), (iii) senior unsecured debt securities (“UE Senior Unsecured Debt Securities”), and (iv) preferred stock (“UE Preferred Stock”); and

 

(c)            AIC of an indeterminate amount of its (i) senior secured debt securities (“AIC Senior Secured Debt Securities”), (ii) first mortgage bonds (“AIC Bonds”), (iii) senior unsecured debt securities (“AIC Senior Unsecured Debt Securities”), and (iv) preferred stock (“AIC Preferred Stock”, and together with the Ameren Senior Debt Securities, Ameren Subordinated Debt Securities, Common Stock (which includes the Sales Agreement Shares), Ameren Preferred Stock, Stock Purchase Contracts, Stock Purchase Units, UE Senior Secured Debt Securities, UE Bonds, UE Senior Unsecured Debt Securities, UE Preferred Stock, AIC Senior Secured Debt Securities, AIC Bonds, and AIC Senior Unsecured Debt Securities, the “Securities”).

 

We have reviewed originals (or copies certified or otherwise identified to our satisfaction) of the Registration Statement (including the exhibits thereto), the Restated Articles of Incorporation, as amended (“Ameren Charter”), and By-Laws, as amended, of Ameren, the Restated Articles of Incorporation (“UE Charter”) and Bylaws, as amended, of UE, and the Restated Articles of Incorporation (“AIC Charter”) and Bylaws, as amended, of AIC, each as in effect on the date hereof, corporate and other documents, records and papers and certificates of public officials, and other such documents and materials as we have deemed necessary or appropriate for purposes of this opinion, including the Sales Agreement and each Forward Confirmation with respect to the Sales Agreement Shares. In connection with such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in such original documents. We have not examined, and are expressing no opinion or belief as to matters relating to, titles to property, franchises or the lien of the UE or AIC mortgage indentures.

 

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

October 13, 2023

Page 3

 

 

On the basis of such review and assuming that (a) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states or other jurisdictions shall have been complied with, (b) appropriate resolutions have been adopted by the Board of Directors (or a duly appointed committee thereof) of Ameren, UE, or AIC, as the case may be, and remain effective authorizing the issuance and sale of the applicable Securities, and (c), in the case of Securities issued by UE or AIC, the applicable Securities have been issued and sold upon the terms specified in such resolutions and in any required orders of the Missouri Public Service Commission, the Illinois Commerce Commission, the Federal Energy Regulatory Commission, or other applicable regulatory authorities, we are of the opinion that:

 

1.            The Ameren Senior Debt Securities and the Ameren Subordinated Debt Securities, as the case may be, will constitute valid and binding obligations of Ameren, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought (collectively, the “Exceptions”), when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of December 1, 2001, between Ameren and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“Ameren Senior Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the Ameren Senior Debt Securities, or

 

(b)            an indenture with respect to the Ameren Subordinated Debt Securities (“Ameren Subordinated Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the Ameren Subordinated Debt Securities,

 

as applicable, has been duly executed and delivered by the proper officers of Ameren and the trustee named therein, and such Ameren Senior Debt Securities or Ameren Subordinated Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the Ameren Senior Indenture or the Ameren Subordinated Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

2.            The Common Stock, other than the Sales Agreement Shares, will be legally issued, fully paid and non-assessable when the Common Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and, if issued pursuant to Stock Purchase Contracts or Stock Purchase Units, in accordance with the terms thereof, and upon receipt by Ameren of the full purchase price thereof.

 

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

October 13, 2023

Page 4

 

3.            The Sales Agreement Shares to be issued and sold by Ameren (a) pursuant to the Sales Agreement will be legally issued, fully paid and non-assessable when issued and delivered by Ameren in accordance with the Sales Agreement against payment of the consideration contemplated thereby, and (b) pursuant to the terms of a supplemental forward confirmation to a Forward Confirmation will be legally issued, fully paid and non-assessable when the terms have been established in accordance with the Sales Agreement and when issued upon physical settlement or net share settlement, as applicable, in accordance with such Forward Confirmation (and such related supplemental forward confirmation) against payment of the consideration contemplated thereby.

 

4.            The Ameren Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)            the Ameren Charter has been validly, legally and appropriately amended further designating and describing each series of Ameren Preferred Stock to be issued and sold, and

 

(b)            such Ameren Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the Ameren Charter and applicable Missouri law and, if issued pursuant to Stock Purchase Contracts or Stock Purchase Units, in accordance with the terms thereof, and upon receipt by Ameren of the full purchase price thereof.

 

5.            The Stock Purchase Contracts and the Stock Purchase Units will constitute valid and binding obligations of Ameren, except as may be limited by the Exceptions, when:

 

(a)            the Stock Purchase Contracts or the Stock Purchase Units, as the case may be, have been issued and sold on the terms and conditions set forth in the Registration Statement, and

 

(b)            the applicable purchase contract agreement and any related pledge agreement have been duly authorized, executed and delivered by the parties thereto.

 

6.            The UE Senior Secured Debt Securities, the UE Bonds and the UE Senior Unsecured Debt Securities, as the case may be, will constitute valid and binding obligations of UE, except as may be limited by the Exceptions, when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of August 15, 2002, between UE and The Bank of New York Mellon, as successor trustee, as amended (“UE Senior Secured Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Senior Secured Debt Securities,

 

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

October 13, 2023

Page 5

 

(b)            the supplemental indenture or other instrument under the Indenture of Mortgage and Deed of Trust, dated June 15, 1937, between UE and The Bank of New York Mellon, as successor trustee, as amended (“UE Mortgage”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Bonds, or

 

(c)            an indenture with respect to the UE Senior Unsecured Debt Securities (“UE Senior Unsecured Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the UE Senior Unsecured Debt Securities,

 

as applicable, has been duly executed and delivered by the proper officers of UE and the trustee named therein, and such UE Senior Secured Debt Securities, UE Bonds or UE Senior Unsecured Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the UE Senior Secured Indenture, the UE Mortgage or the UE Senior Unsecured Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

7.            The UE Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)            the UE Charter has been validly, legally and appropriately amended further designating and describing each series of UE Preferred Stock to be issued and sold, and

 

(b)            such UE Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the UE Charter and applicable Missouri law, and upon receipt by UE of the full purchase price thereof.

 

8.            The AIC Senior Secured Debt Securities, the AIC Bonds and the AIC Senior Unsecured Debt Securities, as the case may be, will constitute valid and binding obligations of AIC, except as may be limited by the Exceptions, when:

 

(a)            the supplemental indenture or other instrument under the Indenture, dated as of June 1, 2006, between AIC and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“AIC Senior Secured Indenture”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Senior Secured Debt Securities,

 

(b)            the supplemental indenture or other instrument under the General Mortgage Indenture and Deed of Trust, dated as of November 1, 1992, between AIC (as successor in interest to Illinois Power Company) and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended (“AIC Mortgage”), to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Bonds, or

 

 

Ameren Corporation

Union Electric Company

Ameren Illinois Company

October 13, 2023

Page 6

 

(c)            an indenture with respect to the AIC Senior Unsecured Debt Securities (“AIC Senior Unsecured Indenture”) and any supplemental indenture or other instrument thereunder to be entered into, or otherwise executed or adopted, in connection with the issuance of the AIC Senior Unsecured Debt Securities, as applicable, has been duly executed and delivered by the proper officers of AIC and the trustee named therein, and such AIC Senior Secured Debt Securities, AIC Bonds or AIC Senior Unsecured Debt Securities, as the case may be, have been duly executed, authenticated, delivered and paid for in accordance with the terms of the AIC Senior Secured Indenture, the AIC Mortgage or the AIC Senior Unsecured Indenture, respectively, and on the terms and conditions set forth in the Registration Statement.

 

9.            The AIC Preferred Stock will be legally issued, fully paid and non-assessable when:

 

(a)            the AIC Charter has been validly, legally and appropriately amended further designating and describing each series of AIC Preferred Stock to be issued and sold, and

 

(b)            such AIC Preferred Stock has been issued and sold on the terms and conditions set forth in the Registration Statement and in compliance with the AIC Charter and applicable Illinois law, and upon receipt by AIC of the full purchase price thereof.

 

This opinion is limited to the laws of the States of New York, Missouri and Illinois and the federal laws of the United States of America insofar as they bear on the matters covered hereby. As to all matters of Missouri law, we have relied, with your consent, upon an opinion letter dated the date hereof rendered to you by Chonda J. Nwamu, Esq., Executive Vice President, General Counsel and Secretary of Ameren. As to all matters of Illinois law, we have relied, with your consent, upon an opinion letter dated the date hereof rendered to you by Stephen C. Lee, Esq., Vice President and Deputy General Counsel of AIC. As to all matters of New York law, Ms. Nwamu and Mr. Lee are authorized to rely upon this opinion as if it were addressed to each of them.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us in the Registration Statement, including under the headings “Legal Matters” in the prospectuses for Ameren, UE and AIC included in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Morgan, Lewis & Bockius LLP

 

 

 

Exhibit 23.4

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Ameren Corporation of our report dated February 21, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Ameren Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

St. Louis, Missouri

October 13, 2023

 

 

 

Exhibit 23.5

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Union Electric Company of our report dated February 21, 2023 relating to the financial statements and financial statement schedule, which appears in Union Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

St. Louis, Missouri

October 13, 2023

 

 

 

Exhibit 23.6

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Ameren Illinois Company of our report dated February 21, 2023 relating to the financial statements and financial statement schedule, which appears in Ameren Illinois Company’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

 

St. Louis, Missouri

October 13, 2023

 

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

WHEREAS, AMEREN CORPORATION, a Missouri corporation (herein referred to as the “Company”), intends to file with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, a registration statement or registration statements on an appropriate form and any amendments thereto, which may be jointly filed with subsidiaries of the Company (the “Subsidiary Registrants”), registering (in addition to securities that may be registered by the Subsidiary Registrants) an unspecified aggregate amount of securities which may be in the form of senior debt securities, subordinated debt securities, common stock, preferred stock, stock purchase contracts, and stock purchase units, any of which may be convertible into, or exchangeable for, other securities of the Company or one or more of the Subsidiary Registrants, or a combination thereof, as authorized by the Company’s Board of Directors on October 13, 2023; and

 

WHEREAS, each of the individuals identified below is a director of the Company.

 

NOW, THEREFORE, each of the undersigned hereby constitutes and appoints Warner L. Baxter and/or Martin J. Lyons, Jr. and/or Michael L. Moehn and/or Chonda J. Nwamu and/or Theresa A. Shaw the true and lawful attorneys-in-fact of the undersigned, for and in the name, place and stead of the undersigned, to affix the name of the undersigned to said registration statement(s) and any amendments thereto, and, for the performance of the same acts, each with power to appoint in their place and stead and as their substitute, one or more attorneys-in-fact for the undersigned, with full power of revocation; hereby ratifying and confirming all that said attorneys-in-fact may do by virtue hereof.

 

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 13th day of October, 2023:

 

Warner L. Baxter, Director	/s/ Warner L. Baxter
Cynthia J. Brinkley, Director	/s/ Cynthia J. Brinkley
Catherine S. Brune, Director	/s/ Catherine S. Brune
J. Edward Coleman, Director	/s/ J. Edward Coleman
Ward H. Dickson, Director	/s/ Ward H. Dickson
Noelle K. Eder, Director	/s/ Noelle K. Eder
Ellen M. Fitzsimmons, Director	/s/ Ellen M. Fitzsimmons
Rafael Flores, Director	/s/ Rafael Flores
Richard J. Harshman, Director	/s/ Richard J. Harshman
Craig S. Ivey, Director	/s/ Craig S. Ivey
James C. Johnson, Director	/s/ James C. Johnson
Steven H. Lipstein, Director	/s/ Steven H. Lipstein
Leo S. Mackay, Jr., Director	/s/ Leo S. Mackay, Jr.

 

 

 

Exhibit 25.1

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

  

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

 

 

AMEREN CORPORATION

(Exact name of obligor as specified in its charter)

 

Missouri (State or other jurisdiction of incorporation or organization)	43-1723446 (I.R.S. employer identification no.)
1901 Chouteau Avenue St. Louis, Missouri (Address of principal executive offices)	63103 (Zip code)

 

 

Senior Debt Securities
(Title of the indenture securities)

 

 

1.

General information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.

Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.

List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 10th day of October, 2023.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Terence Rawlins
		Name: Terence Rawlins
		Title: Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business June 30, 2023, published in accordance with Federal regulatory authority instructions.

 

		Dollar amounts
		in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			7,759
Interest-bearing balances			477,398
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			1,042
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment			0
LESS: Allowance for loan and lease losses			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			12,825
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			111,444
Total assets		$	1,466,781

 

 

LIABILITIES
Deposits:
In domestic offices			1,366
Noninterest-bearing			1,366
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			256,455
Total liabilities			257,821
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			326,030
Not available
Retained earnings			881,933
Accumulated other comprehensive income			-3
Other equity capital components			0
Not available
Total bank equity capital			1,208,960
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,208,960
Total liabilities and equity capital			1,466,781

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty

)

CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

	Antonio I. Portuondo, President	)
	Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
	Jon M. Pocchia, Managing Director	)

 

 

 

Exhibit 25.4

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

 

 

UNION ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)

 

Missouri (State or other jurisdiction of incorporation or organization)	43-0559760 (I.R.S. employer identification no.)
1901 Chouteau Avenue St. Louis, Missouri (Address of principal executive offices)	63103 (Zip code)

 

 

Senior Secured Debt Securities
(Title of the indenture securities)

 

 

 

1.	General information. Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C.  20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

 

4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).

 

6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 10th day of October, 2023.

 

	THE BANK OF NEW YORK MELLON
	By:	/s/ Francine Kincaid
		Name:	Francine Kincaid
		Title:	Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

		Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,283,000
Interest-bearing balances			126,597,000
Securities:
Held-to-maturity securities			53,162,000
Available-for-sale debt securities			80,744,000
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			19,336,000
Loans and lease financing receivables:
Loans and leases held for sale			3,000
Loans and leases held for investment			30,382,000
LESS: Allowance for loan and lease losses			162,000
Loans and leases held for investment, net of allowance			30,220,000
Trading assets			4,969,000
Premises and fixed assets (including capitalized leases)			2,820,000
Other real estate owned			3,000
Investments in unconsolidated subsidiaries and associated companies			1,229,000
Direct and indirect investments in real estate ventures			0
Intangible assets			6,942,000
Other assets			18,318,000
Total assets			348,626,000

  

  

LIABILITIES
Deposits:
In domestic offices			193,689,000
Noninterest-bearing			65,533,000
Interest-bearing			128,156,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			101,602,000
Noninterest-bearing			5,813,000
Interest-bearing			95,789,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			12,159,000
Trading liabilities			2,642,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			2,492,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,833,000
Total liabilities			321,417,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,112,000
Retained earnings			18,070,000
Accumulated other comprehensive income			-4,108,000
Other equity capital components			0
Total bank equity capital			27,209,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			27,209,000
Total liabilities and equity capital			348,626,000

 

 

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Dermot McDonogh
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Robin A. Vince
Jeffrey A. Goldstein			Directors
Joseph J. Echevarria

 

 

 

Exhibit 25.5

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

 

 

UNION ELECTRIC COMPANY

(Exact name of obligor as specified in its charter)

 

Missouri (State or other jurisdiction of incorporation or organization)	43-0559760 (I.R.S. employer identification no.)
1901 Chouteau Avenue St. Louis, Missouri (Address of principal executive offices)	63103 (Zip code)

 

 

First Mortgage Bonds
(Title of the indenture securities)

 

 

 

1.	General information. Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C.  20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.	List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

 

4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).

 

6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 10th day of October, 2023.

	THE BANK OF NEW YORK MELLON
	By:	/s/ Francine Kincaid
		Name:	Francine Kincaid
		Title:	Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

		Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,283,000
Interest-bearing balances			126,597,000
Securities:
Held-to-maturity securities			53,162,000
Available-for-sale debt securities			80,744,000
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			19,336,000
Loans and lease financing receivables:
Loans and leases held for sale			3,000
Loans and leases held for investment			30,382,000
LESS: Allowance for loan and lease losses			162,000
Loans and leases held for investment, net of allowance			30,220,000
Trading assets			4,969,000
Premises and fixed assets (including capitalized leases)			2,820,000
Other real estate owned			3,000
Investments in unconsolidated subsidiaries and associated companies			1,229,000
Direct and indirect investments in real estate ventures			0
Intangible assets			6,942,000
Other assets			18,318,000
Total assets			348,626,000

  

  

LIABILITIES
Deposits:
In domestic offices			193,689,000
Noninterest-bearing			65,533,000
Interest-bearing			128,156,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			101,602,000
Noninterest-bearing			5,813,000
Interest-bearing			95,789,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			12,159,000
Trading liabilities			2,642,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			2,492,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,833,000
Total liabilities			321,417,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,112,000
Retained earnings			18,070,000
Accumulated other comprehensive income			-4,108,000
Other equity capital components			0
Total bank equity capital			27,209,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			27,209,000
Total liabilities and equity capital			348,626,000

 

 

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Dermot McDonogh
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Robin A. Vince
Jeffrey A. Goldstein			Directors
Joseph J. Echevarria

 

 

 

 

Exhibit 25.7

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

 

 

AMEREN ILLINOIS COMPANY

(Exact name of obligor as specified in its charter)

 

Illinois (State or other jurisdiction of incorporation or organization)	37-0211380 (I.R.S. employer identification no.)
10 Richard Mark Way Collinsville, Illinois (Address of principal executive offices)	62234 (Zip code)

 

 

Senior Secured Debt Securities
(Title of the indenture securities)

 

 

 

1.	General information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.	Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.

List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.  333-121948).

 

3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.  333-152875).

 

 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 10th day of October, 2023.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Terence Rawlins
		Name: Terence Rawlins
		Title: Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business June 30, 2023, published in accordance with Federal regulatory authority instructions.

 

		Dollar amounts
		in thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances and currency and coin			7,759
Interest-bearing balances			477,398
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			1,042
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment			0
LESS: Allowance for loan and lease losses			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			12,825
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			111,444
Total assets		$	1,466,781

 

 

LIABILITIES
Deposits:
In domestic offices			1,366
Noninterest-bearing			1,366
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			256,455
Total liabilities			257,821
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			326,030
Not available
Retained earnings			881,933
Accumulated other comprehensive income			-3
Other equity capital components			0
Not available
Total bank equity capital			1,208,960
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,208,960
Total liabilities and equity capital			1,466,781

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty

)

CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

	Antonio I. Portuondo, President	)
	Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
	Jon M. Pocchia, Managing Director	)

 

 

 

Exhibit 25.8

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

  

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

 

 

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

(Jurisdiction of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
333 South Hope Street Suite 2525 Los Angeles, California (Address of principal executive offices)	90071 (Zip code)

 

 

AMEREN ILLINOIS COMPANY

(Exact name of obligor as specified in its charter)

 

Illinois (State or other jurisdiction of incorporation or organization)	37-0211380 (I.R.S. employer identification no.)
10 Richard Mark Way Collinsville, Illinois (Address of principal executive offices)	62234 (Zip code)

 

 

First Mortgage Bonds
(Title of the indenture securities)

 

 

1.

General information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.

Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.

List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762).

 

6.

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville, and State of Florida, on the 10th day of October, 2023.

 

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	By:	/s/ Terence Rawlins
		Name: Terence Rawlins
		Title: Vice President

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071

 

At the close of business June 30, 2023, published in accordance with Federal regulatory authority instructions.

 

		Dollar amounts
		in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			7,759
Interest-bearing balances			477,398
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			1,042
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment			0
LESS: Allowance for loan and lease losses			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			12,825
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			111,444
Total assets		$	1,466,781

 

 

LIABILITIES
Deposits:
In domestic offices			1,366
Noninterest-bearing			1,366
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			256,455
Total liabilities			257,821
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			326,030
Not available
Retained earnings			881,933
Accumulated other comprehensive income			-3
Other equity capital components			0
Not available
Total bank equity capital			1,208,960
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,208,960
Total liabilities and equity capital			1,466,781

 

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty

)

CFO

 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

	Antonio I. Portuondo, President	)
	Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
	Jon M. Pocchia, Managing Director	)

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

Ameren Corporation
Union Electric Company
Ameren Illinois Company
(Exact Name of Registrants as Specified in their Charters)

 

Table 1: Newly Registered Securities and Carry Forward Securities

 

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Debt	Ameren Corporation Senior Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Ameren Corporation Subordinated Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Equity	Ameren Corporation Common Stock, $.01 par value	Rule 457(r)	(1)	—	—	—	$0.00
	Equity	Ameren Corporation Preferred Stock	Rule 457(r)	(1)	—	—	—	$0.00
	Other	Ameren Corporation Stock Purchase Contracts	Rule 457(r)	(1)	—	—	—	$0.00
	Other	Ameren Corporation Stock Purchase Units	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Union Electric Company Senior Secured Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Union Electric Company First Mortgage Bonds	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Union Electric Company Senior Unsecured Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Equity	Union Electric Company Preferred Stock	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Ameren Illinois Company Senior Secured Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Ameren Illinois Company First Mortgage Bonds	Rule 457(r)	(1)	—	—	—	$0.00
	Debt	Ameren Illinois Company Senior Unsecured Debt Securities	Rule 457(r)	(1)	—	—	—	$0.00
	Equity	Ameren Illinois Company Preferred Stock	Rule 457(r)	(1)	—	—	—	$0.00
Fees Previously Paid	—	—	—	—	—	—		—
Carry Forward Securities
Carry Forward Securities	Equity	Ameren Corporation Common Stock, $.01 par value	Rule 415(a)(6) (2)	$907,700,000 (2)		$907,700,000			S-3	333-249475 (2)	October 14, 2020 (2)	$100,028.54
	Total Offering Amounts					—		(1)
	Total Fees Previously Paid							(2)
	Total Fee Offsets							—
	Net Fee Due							$0.00(2)

  

(1)	In addition to the shares of Ameren Corporation Common Stock, $.01 par value, having a gross sales price of up to $907,700,000 described in Note (2), an additional unspecified aggregate initial offering amount or number of the securities of each identified class is being registered as may from time to time be offered by Ameren Corporation, Union Electric Company and Ameren Illinois Company or sold by selling securityholders, if and as allowed, at unspecified prices, along with an indeterminate amount or number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder.  In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrants are deferring payment of the registration fee in connection with such additional securities offered hereby, and the registrants will pay “pay-as-you-go registration fees” in accordance with Rules 456(b) and 457(r) under the Securities Act with respect to those additional securities.
(2)	Pursuant to Rule 415(a)(6) under the Securities Act, there is included on this registration statement shares of Ameren Corporation Common Stock, $.01 par value, having a gross sales price of up to $907,700,000 that were previously registered for offer and sale, but not sold, in connection with Ameren Corporation’s Equity Distribution Sales Agreement, dated May 12, 2021 (the “Sales Agreement”), pursuant to a Rule 424(b)(5) filing made with the Securities and Exchange Commission (the “Commission”) on November 10, 2022 under Registration Statement No. 333-249475 filed with the Commission on October 14, 2020 (the “Prior Registration Statement”), and for which a filing fee of $100,028.54 with respect to such unsold shares was paid in connection therewith.  Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee related to such unsold shares will continue to be applied to the offer and sale of such unsold shares pursuant to the Sales Agreement.  Pursuant to Rule 415(a)(6) under the Securities Act, the offering of shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

 

 

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