UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Sempra Energy )
) File No. 70-9033
Certificate of Notification )
CERTIFICATE OF NOTIFICATION
This Certificate of Notification is filed by Sempra Energy
("Sempra") pursuant to Rule 24(a) under the Public Utility Holding
Company Act of 1935, in connection with the Application of Sempra
filed on Form U-1 on March 26, 1997, as amended (the
"Application"). Sempra hereby certifies that the Transaction as
described in the Application was carried out on June 26, 1998, in
accordance with the terms and conditions of and for the purposes
represented by the Application and of the Commission's order dated
June 26, 1998. Filed herewith is Exhibit F-2, the Past Tense
Opinion of Counsel Relating to the Transaction.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Certificate of Notification to be signed on its behalf by the
undersigned thereunto duly authorized.
SEMPRA ENERGY
Date: July 2, 1998 By: /s/ Frederick E. John
----------------------
Frederick E. John
EXHIBIT F-2
July 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sempra Energy
Application on Form U-1
SEC File No. 70-9033
Dear Sirs and Madams:
On behalf of Sempra Energy ("Sempra"), I have examined the
Application on Form U-1, dated March 26, 1997, under the Public
Utility Holding Company Act of 1935 (the "Act"), filed by Sempra
with the Securities and Exchange Commission (the "Commission") and
docketed by the Commission in SEC File No. 70-9033, as amended by
Amendment No. 1 dated May 13, 1997, by Amendment No. 2 dated
January 28, 1998, by Amendment No. 3 dated April 3, 1998, by
Amendment No. 4 dated June 3, 1998, and by Amendment No. 5 dated
June 25, 1998. The Application, as so amended, is hereinafter
referred to as the "Application." Capitalized terms not defined
herein have the meanings set forth in the Application.
As set forth in the Application, Sempra has acquired all of
the issued and outstanding common stock of Pacific and Enova,
through a business combination (the "Transaction") in which (i)
Pacific Sub merged with and into Pacific, with Pacific remaining as
the surviving corporation and becoming a subsidiary of Sempra, and
(ii) Enova Sub merged with and into Enova, with Enova remaining as
the surviving corporation and also becoming a subsidiary of Sempra.
I am an attorney licensed in the state of California and am
the Chief Corporate Counsel for Sempra. I am familiar with the
issuance of securities by Sempra and its subsidiaries. I have
acted as in-house counsel for Sempra and I have examined copies,
signed, certified or otherwise proven to my satisfaction, of the
articles of incorporation and by-laws of Sempra and the
Application. In addition, I have examined such other instruments,
agreements and documents and made such other investigation as I
have deemed necessary as a basis for this opinion.
Based upon the foregoing, I am of the opinion, insofar as the
laws the state of California are concerned that:
(a) all State laws applicable to the Transaction on the part
of Sempra have been complied with;
(b) Sempra is a validly organized and duly existing
corporation in good standing under the laws of the state
of California;
(c) all stock issued in the Transaction is validly issued,
fully paid and nonassessable, and the holders thereof are
entitled to the rights and privileges appertaining
thereto;
(d) Sempra has legally acquired all of the issued and
outstanding common stock of Enova and Pacific; and
(e) the consummation of the Transaction by Sempra did not
violate the legal rights of the holders of any securities
issued by Sempra or any associate company thereof.
I hereby consent to the filing of this opinion as an exhibit
to the certification filed by Sempra pursuant to Rule 24(a) under
the Public Utility Holding Company Act of 1935, and in any
proceedings before the Commission that may be held in connection
therewith.
Very truly yours,
By: /s/ Kevin C. Sagara
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Kevin C. Sagara
Chief Corporate Counsel
