OPINION OF GARY P. ENCINAS, ESQ.
EXHIBIT 5.2
September 25, 2000
PG&E Corporation
One Market, Spear Tower
Suite 2400
San Francisco, CA 94105
Re: Registration Statement on Form S-8 Relating to the Pacific
Gas and Electric Company Savings Fund Plan for Union-
Represented Employees
Ladies and Gentlemen:
At your request, I, Chief Counsel, Corporate, for PG&E
Corporation, a California corporation (the "Company"), am
rendering this opinion in connection with the proposed issuance
pursuant to the Pacific Gas and Electric Company ("PG&E") Savings
Fund Plan for Union-Represented Employees (the "Plan") of
25,000,000 shares of common stock (the "Common Stock") of the
Company.
I, or other members of the Company'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 of
Common Stock to be issued by the Company pursuant to the Plan
will be validly authorized shares of Common Stock and, when
issued in accordance with the provisions of the Plan, will be
legally 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 to 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 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
