Exhibit 5
October 10, 2000
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101-1171
Re: $575,000,000 aggregate principal amount of Senior Debt Securities
and/or Subordinated Debt Securities (the "Debt Securities") to be
issued in one or more series by Public Service Enterprise Group
Incorporated (the "Company").
Ladies and Gentlemen:
I am Associate General Counsel of the Company and, in that capacity, I
have represented the Company in connection with the proposed issuance, from time
to time, in one or more series, by the Company of $575,000,000 aggregate
principal amount of the Debt Securities. The Debt Securities will be issued
under certain indentures (each, as supplemented from time to time, an
"Indenture") between the Company and First Union National Bank as Trustee. All
capitalized terms used herein unless defined herein shall have the meanings
specified in the Registration Statement hereinafter described.
I and/or attorneys working under my supervision have conducted such
investigations of laws and regulations as I have deemed necessary or appropriate
for the purpose of rendering the opinions hereinafter expressed.
The opinions expressed below are based on the following assumptions:
(a) The combined Registration Statement on Form S-3 and
Post-Effective Amendment No. 1 to Registration Statement No. 333-79101(the
"Registration Statement") filed by the Company with respect to the Debt
Securities will become effective;
(b) The proposed transactions contemplated by the Registration
Statement will be carried out on the basis set forth therein and in
conformity with the authorizations, approvals, consents or exemptions
under the securities laws of various states and other jurisdictions of the
United States;
(c) Prior to the issuance of any series of Debt Securities, an
Indenture relating thereto will have been executed and delivered by the
Company, and the Board of Directors of the Company, a committee thereof or
the Sale and Pricing Committee of the Company ("Committee"), pursuant to
delegated authority from such Board, will have authorized the issuance of,
and established the terms of such series of Debt Securities;
(d) Each Indenture will have been qualified in accordance with the
provisions of the Trust Indenture Act of 1939, as amended.
Based upon the foregoing and subject to the limitations herein, I am of
the opinion that:
1. The Company is a corporation duly organized and validly existing
and authorized to exercise its corporate powers, rights and privileges
under the laws of the State of New Jersey.
2. When properly executed, authenticated and delivered as provided
in the respective Indenture, the Debt Securities will be legally issued,
valid and binding obligations of the Company.
I express no opinions as to matters of law in jurisdictions other then the
State of New Jersey. My opinions are rendered only with respect to the laws of
the State of New Jersey which are currently in effect.
This opinion does not cover the necessity of filings under the provisions
of securities laws of any state in which the Debt Securities may be sold.
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The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require that a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the references to me under the heading "Legal
Opinions" in the Prospectus contained therein.
Very truly yours,
/s/ JAMES T. FORAN
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James T. Foran
Associate General Counsel
