EXHIBIT 5.1
LATHAN & WATKINS
Attorneys at Law
701 "B" Street, Suite 2100
San Diego, California 92101-8197
Telephone (619)236-1234
Fax (619)696-7419
November 28, 2000
Sempra Energy
101 Ash Street
San Diego, California 92101
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
In connection with the registration by Sempra Energy, a California
corporation (the "Company"), of 1,500,000 stock appreciation units
(the "Units") of the Company to be issued pursuant to the Sempra
Energy Consolidated Unregulated Businesses Long Term Incentive Plan
(the "Plan") under the Securities Act of 1933, as amended (the
"Act"), on a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on November 28, 2000 (as amended
from time to time, the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the
authorization and issuance of the Units, and for purposes of this
opinion, have assumed the terms of such issuance will otherwise be
in compliance with law. As such counsel, we have made such legal
and factual examinations and inquiries, including an examination of
originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments,
as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity to authentic original documents of all
documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of California, and we express
no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or as to any matters
of municipal law or the laws of any local agencies within any state.
Subject to the foregoing, it is our opinion that the Units, when
granted by the Company in accordance with the terms of the Plan,
will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms.
The opinions rendered above relating to the enforceability of the
Units are subject to the following exceptions, limitations and
qualifications:
-- the effect of bankruptcy, insolvency, fraudulent conveyances,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights or remedies of creditors;
-- the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be
brought; and
-- to the extent that enforceability may be limited due to the
existence of an untrue statement of a material fact in the
Registration Statement or omission to state a material fact therein
necessary to make the statements in the Registration Statement not
misleading; it being understood that we express no view with respect
thereto.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LATHAM & WATKINS
LATHAM & WATKINS
