Attached files
file | filename |
---|---|
8-K - FORM 8-K - PG&E Corp | f55380ae8vk.htm |
EX-1.1 - EX-1.1 - PG&E Corp | f55380aexv1w1.htm |
EX-4.1 - EX-4.1 - PG&E Corp | f55380aexv4w1.htm |
Exhibit 5.1
April 1, 2010
Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94177
77 Beale Street
San Francisco, CA 94177
Re:
|
Pacific Gas and Electric Company | |
Registration Statement (File No. 333-149361) |
Ladies and Gentlemen:
With respect to $250,000,000 aggregate principal amount of 5.80% Senior Notes Due March 1, 2037
(the Notes) to be issued and sold by Pacific Gas and Electric Company (the
Company) under the Registration Statement on Form S-3, File No. 333-149361, filed by the
Company with the Securities and Exchange Commission (the Commission) on February 22, 2008
(the Registration Statement), and the related prospectus, dated November 10, 2009, as
supplemented by the final Prospectus Supplement, dated March 26, 2010, filed with the Commission
under its Rule 424(b) (together, the Prospectus), we have examined the Registration
Statement, the Prospectus and the Amended and Restated Indenture (the Indenture) between
the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New
York Trust Company, N.A.), as trustee (the Trustee), dated as of April 22, 2005, as
supplemented by the First Supplemental Indenture, dated as of March 13, 2007, the Seventh
Supplemental Indenture, dated as of June 11, 2009 and the Ninth Supplemental Indenture, dated as of
April 1, 2010 (the Supplement) pursuant to which the Notes will be issued. The Company
is filing the Supplement and this opinion letter with the Commission on a Current Report on Form
8-K (the Current Report).
We also have examined the originals, or copies identified to our satisfaction, of such
corporate records of the Company, certificates of public officials, officers of the Company and
other persons, and such other documents, agreements and instruments as we have deemed relevant and
necessary for the basis of the opinions hereinafter expressed. In such examination, we have
assumed the following: (a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c)
the truth, accuracy and completeness of the information, representations and warranties contained
in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, assuming that the Notes are issued and sold as
contemplated by the Registration Statement and the Prospectus, we are of the opinion that the Notes
will be legal and binding obligations of the Company.
The opinion set forth above is subject to (a) bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws relating to or affecting creditors rights generally
(including,
Pacific Gas and Electric Company
April 1, 2010
Page 2
April 1, 2010
Page 2
without limitation, all laws relating to fraudulent transfers or conveyances,
preferences and equitable subordination); and (b) general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief (regardless of whether enforcement
is considered in a proceeding in equity or at law).
The opinion expressed herein is limited to the laws of the State of California and the federal
laws of the United States of America.
We hereby consent to the reference to our firm under the heading Legal Matters in the
Prospectus Supplem(ent and to the filing of this opinion letter as an exhibit to the Current Report
and its incorporation by reference into the Registration Statement. By giving this consent, we do
not admit that we are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP