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June 16, 2000
American States Water Company
630 East Foothill Boulevard
San Dimas, California 91773
Re: Registration on Form S-8 of American
States Water Company (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 250,000 shares of common
shares, $2.50 stated value, of the Company (the "Common Stock"),
to be issued pursuant to the American States Water Company 2000
Stock Incentive Plan (the "Plan"). We have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
