Attached files
file | filename |
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EX-1.1 - EX-1.1 - PG&E Corp | f59156exv1w1.htm |
8-K - FORM 8-K - PG&E Corp | f59156e8vk.htm |
Exhibit 5.1
May 9, 2011
PG&E Corporation
One Market
Spear Tower, Suite 2400
San Francisco, CA 94105
One Market
Spear Tower, Suite 2400
San Francisco, CA 94105
Re: | PG&E Corporation Registration Statement (File No. 333-172393) |
Ladies and Gentlemen:
We have advised PG&E Corporation, a California corporation (the Company), in connection with (i)
the Registration Statement on Form S-3 (File No. 333-172393) (the Registration Statement), filed
by the Company with the Securities and Exchange Commission for the purpose of registering various
securities under the Securities Act of 1933, as amended (the Act), including, among other
securities, the Companys common stock (without par value), to be offered from time to time by the
Company on terms to be determined at the time of the offering, and (ii) the offer and sale by the
Company of shares of its common stock (without par value), having an aggregate gross sales price of
up to $288,400,000, but in no event more than 7,642,204 shares (the Shares) as described in the
Companys Prospectus, dated February 23, 2011, which is a part of the Registration Statement, and
its Prospectus Supplement, dated May 9, 2011 (the Prospectus Supplement). The Shares are being
offered to the public in accordance with an Equity Distribution Agreement, dated May 9, 2011, among
the Company, Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co.
Incorporated (the Distribution Agreement). The Company is filing the Distribution Agreement and
this opinion letter with the Commission on a Current Report on Form 8-K (the Current Report).
We have examined the Registration Statement, the Prospectus, the Distribution Agreement and copies
of the Companys Restated Articles of Incorporation and Bylaws, each as certified to us by an
officer of the Company. We have also 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.
PG&E Corporation
May 9, 2011
Page 2
May 9, 2011
Page 2
On the basis of such examination and review, we advise you that, in our opinion, as of the date
hereof, the Shares have been duly authorized for issuance and sale pursuant to the Distribution
Agreement; and when issued, delivered and paid for in accordance with the terms of the Registration
Statement, the Prospectus and the Distribution Agreement, such Shares will be validly issued, fully
paid and nonassessable.
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
Supplement 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