Exhibit 5.1
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 | | HUNTON ANDREWS KURTH LLP 200 PARK AVENUE NEW YORK, NY 10166-0005 TEL 212 • 309 • 1000 FAX 212 • 309 • 1100 |
February 18, 2022
Pacific Gas and Electric Company
77 Beale Street
San Francisco, California 94105
Re: | Pacific Gas and Electric Company |
Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel to Pacific Gas and Electric Company, a California corporation (the “Company”), in connection with the issuance and sale by the Company of (i) $1,000,000,000 aggregate principal amount of the Company’s 3.25% First Mortgage Bonds due 2024 (the “2024 Bonds”), (ii) $400,000,000 aggregate principal amount of the Company’s 4.20% First Mortgage Bonds due 2029 (the “2029 Bonds”), (iii) $450,000,000 aggregate principal amount of the Company’s 4.40% First Mortgage Bonds due 2032 (the “2032 Bonds”) and (iv) $550,000,000 aggregate principal amount of the Company’s 5.25% First Mortgage Bonds due 2052 (the “2052 Bonds” and, together with the 2024 Bonds, the 2029 Bonds and the 2032 Bonds, the “Mortgage Bonds”), covered by the Company’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-253630), including the prospectus constituting a part thereof, dated February 26, 2021, and the final prospectus supplement, dated February 16, 2022 (collectively, the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
The Mortgage Bonds were issued under the Company’s Indenture of Mortgage, dated as of June 19, 2020 (the “Original Mortgage”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as previously amended and supplemented and as further supplemented by the Thirteenth Supplemental Indenture, dated as of February 18, 2022, establishing the forms, terms and other provisions of the Mortgage Bonds (the “Thirteenth Supplemental Indenture” and, together with the Original Mortgage, the “Mortgage”). The Mortgage Bonds were sold by the Company pursuant to the Underwriting Agreement, dated February 16, 2022 (the “Underwriting Agreement”), among the Company, BofA Securities, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON
LOS ANGELES MIAMI NEW YORK NORFOLK RICHMOND SAN FRANCISCO THE WOODLANDS TOKYO TYSONS WASHINGTON, DC
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