Attached files
file | filename |
---|---|
8-K - FORM 8-K - PACIFIC GAS & ELECTRIC Co | f54080ae8vk.htm |
EX-4.1 - EX-4.1 - PACIFIC GAS & ELECTRIC Co | f54080aexv4w1.htm |
EX-1.1 - EX-1.1 - PACIFIC GAS & ELECTRIC Co | f54080aexv1w1.htm |
Exhibit 5.1
November 18, 2009
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 $550,000,000 aggregate principal amount of 5.40% Senior Notes Due January 15, 2040
(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 contained in the Registration
Statement, as supplemented by the final Prospectus Supplement, dated November 10, 2009, 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 Second Supplemental Indenture, dated as of December 4, 2007, the Third Supplemental
Indenture, dated as of March 3, 2008, the Fourth Supplemental Indenture, dated as of October 21,
2008, the Fifth Supplemental Indenture, dated as of November 18, 2008, the Sixth Supplemental
Indenture, dated as of March 6 , 2009, the Seventh Supplemental Indenture, dated as of June 11,
2009, and the Eighth Supplemental Indenture, dated as of November 18, 2009 (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.
Pacific Gas and Electric Company
November 18, 2009
Page 2
November 18, 2009
Page 2
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,
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
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