$1.05 Billion PECO Energy Company Public Offering of First and Refunding Mortgage Bonds

We served as underwriters' counsel to BNY Capital Markets, Citigroup, PNC Capital Markets LLC, Scotiabank, US Bancorp, Mizuho and MUFG, as joint book-running managers, in connection with the registered public offering of $1.05 billion of First and Refunding Mortgage Bonds by PECO Energy Company comprised of $525 million 4.875% First and Refunding Mortgage Bonds due 2035 and $525 million 5.650% First and Refunding Mortgage Bonds due 2055.