Exhibit 5.1
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![LOGO](https://capedge.com/proxy/8-K/0001193125-20-185803/g947912dsp855.jpg) | | HUNTON ANDREWS KURTH LLP 200 PARK AVENUE NEW YORK, NY 10166-0005 TEL 212 • 309 • 1000 FAX 212 • 309 • 1100 |
July 1, 2020
PG&E Corporation
77 Beale Street
San Francisco, California 94105
Registration Statement on FormS-3
Ladies and Gentlemen:
We have served as special California counsel to PG&E Corporation, a California corporation (the “Company”), in connection with the Registration Statement on FormS-3 (Registration StatementNo. 333-236629-01), as amended (the “Registration Statement”) relating to 423,372,629 shares of common stock of the Company, no par value (the “Securities”).
In rendering the opinions expressed below, we have examined and relied upon a copy of the Registration Statement and the exhibits to be filed therewith. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed: (i) the genuineness of all signatures; (ii) the legal capacity of natural persons; (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.
Based upon the foregoing and such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth herein, and subject to the limitations, assumptions and qualifications noted herein, we are of the opinion that the Securities have been duly authorized by the Company and are validly issued, fully paid andnon-assessable.
We do not express any opinion herein concerning any law other than the General Corporation Law of the State of California.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES
MIAMI NEW YORK NORFOLK RALEIGH/DURHAM RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com