EXHIBIT 5
June 20, 2000
Public Service Enterprise Group Incorporated
80 Park Plaza
Newark, NJ 07101
Re: Securities Being Registered Under
the Securities Act of 1933
Dear Sirs:
As the Associate General Counsel of Public Service Enterprise Group
Incorporated ("PSEG"), I have represented PSEG in connection with the filing by
PSEG with the Securities and Exchange Commission of a registration statement on
Form S-8 (the "registration statement") registering 15,000,000 shares of Common
Stock without par value (the "Securities"). The Securities are to be issued
under the 1989 Public Service Enterprise Group Incorporated Long-Term Incentive
Plan (the "Plan"), which is included as Exhibit 4c to the registration
statement.
I have examined such documents as I have deemed necessary for the
purpose of this opinion, including, without limitation, (a) the Certificate of
Incorporation and the By-Laws of PSEG; (b) the Plan; and (c) minutes of meetings
of the Board of Directors and the Employee Benefits Policy Committee of PSEG. It
is my opinion that the Securities, to the extent that such securities are
previously unissued shares of Common Stock of PSEG, will become legally issued,
fully paid and non-assessable upon:
1. the issuance of the Securities by PSEG;
2. the due authorization and execution of the Securities in
accordance with the terms set forth in the Plan.
I consent to the filing of this opinion as an exhibit to the
registration statement and to the references to me in Item 5 of the registration
statement. However, in giving such consent, I do not thereby admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
/s/ JAMES T. FORAN
James T. Foran
