March 10, 2010
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: Offering of Southern California Edison Company's
$500,000,000 5.50% First and Refunding Mortgage Bonds,
Series 2010A, Due 2040
Ladies and Gentlemen:
I am Vice President, Associate General Counsel, Chief Governance
Officer and Corporate Secretary of Southern California Edison Company, a
California corporation ("SCE"). You have requested my opinion in connection
with the offering, issuance, and sale by SCE of its $500,000,000 5.50% First
and Refunding Mortgage Bonds, Series 2010A, Due 2040 (the "Bonds"). The
Bonds will be issued under the Trust Indenture dated as of October 1, 1923,
executed by and between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor trustee, and D. G. Donovan, as successor trustee
(the "Trustee"), as amended and supplemented by supplemental indentures,
including the One Hundred Nineteenth Supplemental Indenture dated as of March
9, 2010 (that Trust Indenture, as so amended and supplemented, being referred
to herein as the "Indenture").
The Bonds are being offered to the public by the Prospectus
Supplement dated March 8, 2010, to the Prospectus dated August 14, 2009
(together, the "Prospectus"), which is part of a Registration Statement on
Form S-3 (Registration No. 333-161379) (the "Registration Statement"), filed
by SCE with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"). The Bonds are being sold by the
Company pursuant to the Underwriting Agreement dated March 8, 2010 (the
"Underwriting Agreement"), among the Company and Citigroup Global Markets
Inc., Credit Suiss Securities (USA) LLC, J.P. Morgan Securities Inc., and RBC
Securities Inc., as representatives of the several Underwriters named therein.
In my capacity as Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary, I am generally familiar
with the proceedings taken and proposed to be taken by SCE for the
authorization and issuance of the Bonds. I, or attorneys acting under my
supervision, have made legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction, of the documents, corporation records and
instruments of SCE that we have deemed necessary or appropriate for purposes
of this opinion. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted
to us as copies. In addition, we have obtained and relied upon certificates
and assurances from public officials that we have deemed necessary.
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Subject to the foregoing and the other qualifications set forth
herein, it is my opinion that when the Bonds have been duly established in
accordance with the terms of the Indenture, duly authenticated by the
Trustee, and duly executed, sold and delivered on behalf of SCE in accordance
with the terms and provisions of the Indenture and as contemplated by the
Registration Statement and the Prospectus, the Bonds will constitute valid
and legally binding obligations of SCE enforceable against SCE in accordance
with the terms of the Bonds.
In addition to any assumptions, qualifications and other matters
set forth elsewhere herein, the opinions set forth above are subject to the
following:
(A) My opinions with respect to the legality, validity, binding
effect and enforceability of the Bonds are subject to the effect of any
applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, equitable subordination, reorganization, moratorium, or similar law
affecting creditors' rights generally and to the effect of general principles
of equity, including (without limitation) concepts of materiality,
reasonableness, estoppel, good faith, and fair dealing (regardless of whether
considered in a proceeding in equity or at law). I express no opinion as to
the availability of equitable remedies. In applying such equitable
principles, a court, among other things, might not allow a creditor to
accelerate the maturity of a debt or enforce a guaranty thereof upon the
occurrence of a default deemed immaterial or for non-credit reasons or might
decline to order a debtor to perform covenants. Such principles applied by a
court might also include a requirement that a creditor act with
reasonableness and in good faith.
(B) My opinions with respect to the legality, validity, binding
effect, and enforceability of the Bonds are also subject to (i) the terms of
the franchises, licenses, easements, leases, permits, contracts, and other
instruments under which the property subject to the Indenture is held or
operated, (ii) in respect of nuclear energy facilities included within the
property subject to the Indenture, the provisions of the Atomic Energy Act of
1954, as amended, and regulations thereunder, (iii) other liens, prior
rights and encumbrances none of which other liens, prior rights and
encumbrances, with minor or insubstantial exceptions, affects from a legal
standpoint the security for the Bonds or SCE's right to use such properties
in its business, and (iv) governmental agency approvals that may be required
in connection with foreclosure.
(C) Certain rights, remedies and waivers with respect to the
Bonds may be unenforceable in whole or in part, but the inclusion of such
provisions in the Bonds does not affect the validity of the Bonds, taken as a
whole, and, except as set forth in Paragraphs (A) and (B) above, the
Indenture and the Bonds, taken as a whole, contain adequate provisions for
enforcing payment of the obligations with respect to the Bonds; however, the
unenforceability of such provisions may result in delays in or limitations on
the enforcement of the parties' rights and remedies under the Indenture or
the Bonds (and I express no opinion as to the economic consequences, if any,
of such delays or limitations).
(D) I express no opinion on (i) any conflicts between any
provision in the Indenture or the Bonds and the real property antideficiency,
fair value, and/or one form of action provisions of California law, or any
law governing foreclosure and disposition procedures regarding any real or
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personal property collateral, or any limitations on attorneys' or trustees'
fees, and (ii) the effect of Section 1708 of the California Public Utilities
Code which, among other matters, provides that the California Public
Utilities Commission may at any time, upon notice to the parties, and with
opportunity to be heard, rescind, alter, or amend any order or decision made
by it.
(E) I am a member of the Bar of the State of California. My
opinions expressed herein are limited to the laws of the State of California
and the federal laws of the United States of America, except to the extent
that my opinions are affected by the laws of the States of Arizona and
Nevada, in which states the Company owns certain assets and conducts certain
business operations. I express no opinion with respect to the laws of the
State of New Mexico.
(G) This opinion letter is an expression of my professional
judgment on the legal issues explicitly addressed. By rendering the opinions
herein, I do not become an insurer or guarantor of the expression of such
professional judgment. Nor does the rendering of such opinions guarantee the
outcome of any legal dispute that may arise out of the contemplated
transactions. The rendering of the opinions herein does not create any
express or implied contract or agreement between or with any person entitled
to rely thereon and me. My opinions set forth herein are based upon the
facts in existence and laws in effect on the date hereof, and are rendered as
of the date hereof, and I expressly disclaim any obligation to update my
opinions herein, regardless of whether changes in such facts or laws come to
my attention after the delivery hereof.
I consent to SCE filing this opinion with the Securities and
Exchange Commission as an exhibit to a Current Report on Form 8-K, which will
be incorporated by reference into the Prospectus, and to the reference to me
under the caption "Legal Matters" in the Prospectus. In giving this consent,
I do not hereby admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act and regulations of the
Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ Barbara E. Mathews
_______________________
Barbara E. Mathews
Vice President, Associate General Counsel,
Chief Governance Officer and
Corporate Secretary
Southern California Edison Company
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