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Exhibit 5.1
[LETTERHEAD OF GARY W. KYLE, ESQ.]
December 19, 2000
San Diego Gas & Electric Company
8326 Century Park Court
San Diego, CA 92123
Re: Registration Statement on Form S-3 of San Diego Gas &
Electric Company
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Ladies and Gentlemen:
I am the Chief Corporate Counsel of Sempra Energy, a California
corporation. In connection with the registration statement on Form S-3 filed on
December 19, 2000 (the "Registration Statement") by San Diego Gas & Electric
Company, a California corporation (the "Registrant") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested my opinion with respect to
the matters set forth below.
I have reviewed the prospectus (the "Prospectus") which is a part of
the Registration Statement. The Prospectus provides that it will be supplemented
in the future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus as supplemented by various Prospectus Supplements
will provide for the registration of up to $800,000,000 aggregate offering price
of one or more series of unsecured senior debt securities (the "Debt
Securities"). The Debt Securities will be issued pursuant to an indenture and
one or more supplements thereto (the "Indenture"), in each case between the
Registrant and a trustee (the "Trustee").
In my capacity as Chief Corporate Counsel, I am generally familiar
with the proceedings taken and proposed to be taken by the Registrant in
connection with the authorization and issuance of the Debt Securities. For
purposes of this opinion, I have assumed that such proceedings will be timely
and properly completed, in accordance with all requirements of applicable
federal, California and New York laws, in the manner presently proposed.
I have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to my satisfaction, of all such documents, corporation records and
instruments of the Registrant as I have deemed necessary or appropriate for
purposes of this opinion. In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
and the conformity to authentic original documents of all documents submitted to
me as copies.
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I have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Registrant with respect to certain
factual matters. In addition, I have obtained and relied upon such certificates
and assurances from public officials as I have deemed necessary.
I am opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States and the State of California
and with respect to opinion paragraph 1 below, the internal laws of the State of
New York, and I express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction or, in the case of
California, any other laws, or as to any matters of municipal law or the laws of
any local agencies within such state.
Subject to the foregoing and the other qualifications set forth
herein, it is my opinion that, as of the date hereof:
1. When (a) the Debt Securities have been duly established in
accordance with the terms of the Indenture (including, without limitation, the
adoption by the Board of Directors of the Registrant of any necessary further
resolutions duly authorizing the issuance and delivery of the Debt Securities),
duly authenticated by the Trustee and duly executed and delivered on behalf of
the Registrant against payment therefor in accordance with the terms and
provisions of the Indenture and as contemplated by the Registration Statement,
the Prospectus and the Prospectus Supplement(s), and (b) when each of the
Registration Statement and any required post-effective amendment thereto have
all become effective under the Securities Act and (c) assuming that the terms of
the Debt Securities as executed and delivered are as described in the
Registration Statement, the Prospectus and the related Prospectus Supplement(s),
and (d) assuming that the Debt Securities as executed and delivered do not
violate any law applicable to the Registrant or result in a default under or
breach of any agreement or instrument binding upon the Registrant, and (e)
assuming that the Debt Securities as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Registrant, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Registrant, and (f) assuming that the Debt Securities are then issued and
sold as contemplated in the Registration Statement, the Prospectus and the
Prospectus Supplement(s), the Debt Securities will constitute valid and legally
binding obligations of the Registrant enforceable against it in accordance with
the terms of the Debt Securities.
The opinions set forth in paragraph 1 above is subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether enforcement is considered in a proceeding in equity or at
law, and the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of, or
contribution to, a party with respect to a liability where such indemnification
or contribution is contrary to public
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policy; (iv) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in a foreign currency, composite currency
or current unit; (v) I express no opinion concerning the enforceability of any
waiver of rights or defenses with respect to stay, extension or usury laws; and
(vi) I express no opinion with respect to whether acceleration of Debt
Securities may affect the collectibility of any portion of the stated principle
amount thereof which might be determined to constitute unearned interest
thereon.
I have assumed for purposes of this opinion that the Indenture
constitutes the legally valid, binding and enforceable obligation of the
Registrant enforceable against it in accordance with its terms; and that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes a
legally valid, binding and enforceable obligation of the Trustee, enforceable
against the Trustee in accordance with its terms; and the Trustee is in
compliance, generally and with respect to acting as Trustee under the Indenture,
with all applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
the Securities" in the Prospectus included therein.
Very truly yours,
/s/ Gary W. Kyle
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Gary W. Kyle, Esq.
Chief Corporate Counsel
