Exhibit 5.1
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September 5, 2024
Pacific Gas and Electric Company
300 Lakeside Drive
Oakland, California 94612
Re: | Pacific Gas and Electric Company |
Registration Statement on Form S-3
To the Addressee:
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 $1,000,000,000 aggregate principal amount of the Company’s Floating Rate First Mortgage Bonds due 2025 (the “Floating Rate Bonds”) and $750,000,000 aggregate principal amount of the Company’s 5.900% First Mortgage Bonds due 2054 (the “2054 Bonds”, together with the Floating Rate Bonds the “Bonds”) covered by the Company’s Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-277286-01), including the prospectus constituting a part thereof, dated February 22, 2024, and the final prospectus supplement, dated September 3, 2024 (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 Bonds were issued under the Company’s Indenture of Mortgage, dated as of June 19, 2020 (the “Original Indenture”), as previously amended and supplemented, and as further supplemented by the Twenty-Fifth Supplemental Indenture, dated as of September 5, 2024 (the “Twenty-Fifth Supplemental Indenture”, and together with the Original Indenture as so amended and supplemented, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The forms, terms and other provisions of the Bonds were established under the Twenty-Fifth Supplemental Indenture. The Bonds were sold by the Company pursuant to the Underwriting Agreement, dated September 3, 2024 (the “Underwriting Agreement”), among the Company, Barclays Capital Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
In rendering the opinion expressed below, we have examined and relied upon copies of the Registration Statement and the exhibits filed therewith and the Indenture. 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
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON
LONDON LOS ANGELES MIAMI NEW YORK RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON, DC
www.HuntonAK.com