$675 Million Potomac Electric Power Company Public Offering of First Mortgage Bonds

Served as underwriters' counsel to Goldman Sachs & Co. LLC, Scotiabank, and US Bancorp, as joint book-running managers, in connection with the registered public offering of $675 million of First Mortgage Bonds by Potomac Electric Power Company comprised of $375 million 5.200% First Mortgage Bonds due 2034 and $300 million 5.500% First Mortgage Bonds due 2054.