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Exhibit 5.1
September 11, 2000
Philadelphia Suburban Corporation
762 W. Lancaster Avenue
Bryn Mawr, Pennsylvania 19010
Re: Philadelphia Suburban Corporation - Registration Statement on Form S-3
Filed Pursuant to Rule 462(b), Filed in Connection with Registration
Statement on Form S-3 (Registration No. 333-42982)
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Ladies and Gentlemen:
We have acted as counsel to Philadelphia Suburban Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (Registration No. 333-42982) (the "Initial
Registration Statement"), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), and a second
registration statement on Form S-3 filed pursuant to Rule 462(b) under the Act
(the "Rule 462(b) Registration Statement) relating to the issuance, in a public
offering by the Company of up to 172,500 shares (the "Additional Shares") of
the Company's common stock, par value $.50 per share. We have examined such
records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion.
Our opinion set forth below is limited to the Business Corporation Law of 1988,
as amended, of the Commonwealth of Pennsylvania.
In our opinion, the Additional Shares, when issued and sold as described in the
Rule 462(b) Registration Statement, will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Rule 462(b)
Registration Statement and to the reference to our firm under the heading "Legal
Matters" contained in the Initial Registration Statement and incorporated by
reference in the Rule 462(b) Registration Statement. In giving such opinion, we
do not thereby admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules or regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
