SOUTHERN CALIFORNIA EDISON COMPANY Barbara Mathews
LOGO Vice President, Associate
An Edison International Company General Counsel, Chief
Governance Officer and
Corporate Secretary
Barbara.Mathews@SCE.com
August 8, 2006
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: Registration Statement on Form S-3 of Southern California
Edison Company, SCE Trust I, SCE Trust II and SCE Trust III
Ladies and Gentlemen:
I am Vice President, Associate General Counsel, Chief Governance
Officer and Corporate Secretary of Southern California Edison Company, a
California corporation ("Edison"). In connection with the registration
statement on Form S-3 filed on August 8, 2006 (the "Registration Statement")
by Edison, SCE Trust I, a Delaware statutory trust, SCE Trust II, a Delaware
statutory trust, and SCE Trust III, a Delaware statutory trust (each a
"Trust," and collectively with Edison, the "Registrants"), 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 forms of prospectus (the "Prospectus") which
are 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
(i) one or more series of First Mortgage Bonds ("First Mortgage Bonds"),
which may be issued by Edison, (ii) one or more series of unsecured senior or
subordinated debt securities (the "Unsecured Debt Securities" and together
with the First Mortgage Bonds, the "Debt Securities"), which may be issued by
Edison, (iii) shares of preferred stock (the "Preferred Stock"), which may be
issued by Edison, (iv) shares of preference stock (the "Preference Stock"),
which may be issued by Edison, (v) preferred securities (the "Preferred
Securities"), which may be issued by each Trust pursuant to its respective
Amended and Restated Trust Agreement (each an "Amended Trust Agreement"), and
(vi) guarantees of the Preferred Securities (the "Preferred Securities
Guarantees"), which may be issued by Edison pursuant to one or more guarantee
agreements (each a "Guarantee Agreement"). The Debt Securities, the
Preferred Stock, the Preference Stock and the Preferred Securities Guarantees
are collectively referred to herein as the "Securities." The Debt Securities
may be issued pursuant to one or more indentures and one or more supplements
thereto (collectively, the "Indentures"), in each case between Edison and a
trustee (each, a "Trustee").
Southern California Edison Company
August 8, 2006
Page 2
In my capacity as Vice President, Associate General Counsel,
Chief Governance Officer and Corporate Secretary, I am generally familiar
with the proceedings taken and proposed to be taken by the Registrants for
the authorization and issuance of the Securities. For purposes of this
opinion, I have assumed that those proceedings will be properly completed, in
accordance with all requirements of applicable federal, Delaware and
California laws, in the manner presently proposed.
I, or attorneys acting under my supervision, have made legal and
factual examinations and inquiries, including an examination of originals and
copies certified or otherwise identified to our satisfaction, of the
documents, corporation records and instruments of the Registrants that we
have deemed necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to me
as copies.
I have been furnished with, and have exclusively relied upon,
certificates of officers of Edison as to certain factual matters. In
addition, I have obtained and relied upon certificates and assurances from
public officials that 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 internal
laws of the State of California, and I express no opinion as to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any local
agencies within any 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 applicable Indentures (including, without
limitation, the adoption by the Board of Directors of Edison or an authorized
officer 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 Edison against payment therefor in
accordance with the terms and provisions of the applicable Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (b) each of the Registration Statement and any
required post-effective amendment thereto have all become effective under the
Securities Act, and assuming that (w) 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); (x) the Debt Securities
as executed and delivered do not violate any law applicable to Edison or
result in a default under or breach of any agreement or instrument binding
upon Edison; (y) the Debt Securities as executed and delivered comply with
all requirements and restrictions, if any, applicable to Edison, whether
imposed by any court or governmental or regulatory body having jurisdiction
over Edison; and (z) the Debt Securities are then issued and sold as
contemplated in the Registration Statement, the Prospectus and the
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August 8, 2006
Page 3
related Prospectus Supplement(s), the Debt Securities will constitute valid
and legally binding obligations of Edison enforceable against Edison in
accordance with the terms of the Debt Securities.
2. With respect to the Preferred Securities Guarantees, when
(i) the trustees of the applicable Trust have taken all necessary action to
adopt the Amended Trust Agreement and to fix and determine the terms of the
applicable Preferred Securities in accordance with the terms of the
applicable Amended Trust Agreement; (ii) the appropriate officers of Edison
have taken all necessary action to fix and determine the terms of the
applicable Preferred Securities Guarantees in accordance with the resolutions
adopted by the Board of Directors of Edison relating to the issuance and
delivery of the Preferred Securities Guarantees; (iii) the terms of the
applicable Preferred Securities and the related Preferred Securities
Guarantee and the issuance and sale thereof have been duly established in
conformity with the applicable Amended Trust Agreement and applicable
Guarantee Agreement, respectively, so as not to violate any applicable law,
the applicable Certificate of Trust, Trust Agreement and Amended Trust
Agreement, and the Articles of Incorporation and Bylaws of Edison, or result
in a default under or breach of any agreement or instrument binding upon the
applicable Trust or Edison; (iv) the Guarantee Agreement has been duly
executed and delivered; (v) the applicable Preferred Securities have been
duly issued and delivered by the applicable Trust as contemplated by the
Registration Statement and the Prospectus Supplement(s) relating thereto;
(vi) certificates representing the applicable Preferred Securities have been
manually authenticated by an authorized officer of the applicable Property
Trustee (as defined in the applicable Amended Trust Agreement) for the
applicable Preferred Securities and registered by such Property Trustee and
delivered to the purchasers thereof; (vii) the applicable Trust receives the
agreed-upon consideration therefor; and (viii) the Guarantee Agreement has
been qualified under the Trust Indenture Act of 1939, as amended, the
applicable Preferred Securities Guarantee will be a valid and binding
obligation of Edison enforceable in accordance with its terms.
3. Edison has the authority pursuant to its Articles of
Incorporation to issue up to 36,000,000 shares of Preferred Stock, comprised
of 24,000,000 shares of Cumulative Preferred Stock, with a par value of $25
per share, and 12,000,000 shares of $100 Cumulative Preferred Stock, with a
par value of $100 per share, and up to 50,000,000 shares of Preference Stock,
no par value. Upon adoption by the Board of Directors of Edison of any
necessary further resolutions and filing of any necessary certificates of
determination, in form and content as required by applicable law, and upon
issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and by such resolutions, such shares of Preferred
Stock and Preference Stock will be validly issued, fully paid and
nonassessable.
The opinions set forth in paragraphs 1 through 3 above are
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,
Southern California Edison Company
August 8, 2006
Page 4
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 policy; (iv) the effect of requirements that a claim with
respect to any Preferred Securities Guarantee denominated other than in
United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at
a rate of exchange prevailing on a date determined pursuant to applicable
law; and (v) the effect of 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. In addition, I express no opinion
concerning the enforceability of any waiver of rights or defenses with
respect to stay, extension or usury laws, or with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion
of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.
I have assumed for purposes of this opinion that (i) the
applicable Indenture constitutes the legally valid, binding and enforceable
obligation of Edison, enforceable against Edison in accordance with its
terms; (ii) the Trustee for each Indenture is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; (iii) the Trustee is duly qualified to engage in the activities
contemplated by the applicable Indenture; (iv) the applicable 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; (v) the Trustee is in
compliance, generally and with respect to acting as Trustee under the
applicable Indenture, with all applicable laws and regulations; and (vi) the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the applicable 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 and Preferred Securities Guarantees" in the Prospectus
included therein.
Very truly yours,
/s/ Barbara Mathews
---------------------------------
Barbara Mathews
Vice President, Associate General
Counsel, Chief Governance Officer
and Corporate Secretary
