Exhibit 5.1
December 4, 2007
Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94177
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Re:
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Pacific Gas and Electric Company
Registration Statement (File No. 333-109994) |
Ladies and Gentlemen:
With respect to $500,000,000 aggregate principal amount of 5.625% Senior Notes due November 30,
2017 (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. 333-109994, filed by the Company
with the Securities and Exchange Commission (the “Commission”) on October 27, 2003, as
amended by Amendment No. 1 thereto filed with the Commission on March 2, 2004 and Post Effective
Amendment No. 1 thereto filed with the Commission on November 3, 2005 (as amended, the
“Registration Statement”), and the related prospectus contained in the Registration
Statement, as supplemented by the final Prospectus Supplement, dated November 28, 2007, 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 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, and as further supplemented by the Second Supplemental
Indenture (the “Supplement”), dated as of December 4, 2007, 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,
without limitation, all laws relating to fraudulent transfers or conveyances, preferences and
equitable
Pacific Gas and Electric Company
December 4, 2007
Page 2
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
and to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement which
incorporates the Current Report by reference. 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