Exhibit
5
July
11,
2007
PG&E
Corporation
One
Market, Spear Tower
Suite
2400
San
Francisco, CA 94105
|
Re: Registration
Statement on Form S-3 Relating to the
PG&E
Corporation Dividend Reinvestment and Stock Purchase
Plan
|
Ladies
and
Gentlemen:
At
your
request, I, Senior Director and Counsel for PG&E Corporation, a California
corporation, am rendering this opinion in connection with the offer and sale
of
5,000,000 shares of PG&E Corporation’s common stock (the “Shares”) under the
PG&E Corporation Dividend Reinvestment and Stock Purchase (the “Plan”) as
described in the above-referenced Registration Statement (the “Registration
Statement”).
I,
or
other members of PG&E Corporation’s Law Department acting under my direction
and under my supervision, have examined instruments, documents, and records
which I deemed relevant and necessary for the basis of my opinion herein
after
expressed. In such examination, I 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 me as copies; and (c) the truth, accuracy and
completeness of the information, representations and warranties contained
in the
records, documents, instruments and certificates I have reviewed.
Based
on
such examination, I am of the opinion that the Shares, when issued in accordance
with the provisions of the Plan, will be legally and validly issued, fully
paid
and nonassessable.
I
express
no opinion as to matters of law in jurisdictions other than the State of
California and federal law of the United States.
I
hereby
consent to the filing of this opinion as an exhibit to this Registration
Statement and to the use of my name wherever it appears in said Registration
Statement. In giving such consent, I do not consider that I am an
"expert" within the meaning of such term as used in the Securities Act of
1933,
as amended, or the rules and regulations of the
PG&E
Corporation
July
11,
2007
Page
2
Securities
and Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or
otherwise.
Very
truly
yours,
GARY
P.
ENCINAS
Gary
P.
Encinas
GPE:dae