EXHIBIT 5
July 10, 2000
PSEG Energy Holdings Inc.
80 Park Plaza
Newark, NJ 07101
RE: PSEG Energy Holdings Inc.
Ladies and Gentlemen:
I am Associate General Counsel of Public Service Enterprise Group Incorporated
and in that capacity have acted as counsel for its wholly-owned subsidiary, PSEG
Energy Holdings Inc., a New Jersey corporation (the "Company"), in connection
with the Company's preparation and filing of a Registration Statement on Form
S-4, filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act") and with which this letter is
filed with the Commission as Exhibit 5 (the "Registration Statement") of
$300,000,000 aggregate principal amount of 9 1/8% Senior Notes due 2004 (the
"Exchange Notes"). The Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount of the Company's
issued and outstanding 9 1/8% Senior Notes due 2004 (the "Original Notes") under
an indenture dated as of October 8, 1999 (the "Indenture") between the Company
and First Union National Bank as Trustee (the "Trustee").
In connection with this opinion, I or member of my staff have examined documents
and records as I have deemed necessary or appropriate as a basis for the
opinions set forth herein. In such examination, I have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making such examination of documents, I have assumed that the
parties thereto, other than the Company, had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action corporate or other and execution and
delivery by such parties of such documents and the validity and binding effect
thereof on such parties.
My opinions set forth herein are limited to the laws of the State of New Jersey
and federal laws of the United States. I do not express any opinion with respect
to the law of any other jurisdiction or the securities or blue sky laws of any
state.
Based upon and subject to the foregoing and the limitations, qualifications,
exceptions and assumptions set forth herein, I am of the opinion that when (a)
the Exchange Notes have been duly executed and authenticated in accordance with
the terms of the Indenture and delivered upon consummation of the Exchange Offer
against receipt of the Original Notes surrendered in exchange therefore in
accordance with the terms of the Exchange Offer and (b) the Registration
Statement shall have become effective under the Act and the Indenture shall have
been qualified under the Trust Indenture Act of 1939, as amended, the Exchange
Notes will constitute valid and
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binding obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except to the
extent the enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereinafter in effect relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity).
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to me under the caption "Legal
Opinions" in the Registration Statement.
Very truly yours,
/s/ James T. Foran
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James T. Foran
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