Attached files

file filename
8-K - FORM 8-K - SOUTHERN CALIFORNIA EDISON Coform8-kseriesgtrustprefere.htm
EX-12.2 - STATEMENT RE COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - SOUTHERN CALIFORNIA EDISON Cosceexhibit122.htm
EX-12.1 - STATEMENT RE COMPUTATION OF RATIOS TO EARNINGS TO FIXED CHARGES AND PREFERRED EQ - SOUTHERN CALIFORNIA EDISON Cosceexhibit121.htm
EX-5.3 - OPINION OF MUNGER, TOLLES & OLSON, LLP RE VALIDITY OF GUARANTEE - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit53.htm
EX-4.2 - AMENDED AND RESTATED DECLARATION OF TRUST OF SCE TRUST II - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit42.htm
EX-5.2 - OPINION OF BARBARA E. MATHEWS, DATED 1/29/2013 - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit52.htm
EX-4.3 - GUARANTEE AGREEMENT DATED 1/29/2013, BY THE COMPANY - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit43.htm
EX-5.1 - OPINION OF RICHARDS, LAYTON & FINGER, P.A., REGARDING VALIDITY OF THE TRUST PREF - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit51.htm
EX-4.1 - CERTIFICATE OF DETERMINATION OF PREFERENCE OF THE COMPANY'S SERIES G PREFERENCE - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit41.htm
EX-1.1 - UNDERWRITING AGREEMENT AMONG THE COMPANY, THE TRUST AND THE UNDERWRITERS - SOUTHERN CALIFORNIA EDISON Cosceseriesgexhibit11.htm

Exhibit 8.1







OPINION OF MUNGER, TOLLES & OLSON LLP
AS TO CERTAIN TAX MATTERS

January 29, 2013

Southern California Edison Company
SCE Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770

Ladies and Gentlemen:

As special tax counsel to Southern California Edison Company, a California corporation and SCE Trust II, a Delaware statutory trust (the “Trust”), in connection with the issuance by the Trust of 16,000,000 of its 5.10% Trust Preference Securities (the “Trust Preference Securities”), as described in that certain prospectus dated January 23, 2013 (the “Prospectus”), we hereby confirm to you our opinion as set forth under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus, subject to the limitations set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K, relating to the Trust Preference Securities, as filed by Southern California Edison with the Securities and Exchange Commission on or about January 29, 2013 and to the reference to us under the heading “Material U.S. Federal Income Tax Considerations” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

                                           
Very truly yours,

/s/ MUNGER, TOLLES & OLSON LLP