RICHARDS, LAYTON & FINGER, P.A.
A Professional Association
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
(302) 651-7700
Fax (302) 651-7701
www.rlf.com
August 8, 2006
To Each of the Persons Listed
on Schedule A Attached Hereto
Re: SCE Trust I, SCE Trust II and SCE Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Southern California Edison
Company, a California corporation (the "Company"), SCE Trust I, a Delaware statutory
trust ("Trust I"), SCE Trust II, a Delaware statutory trust ("Trust II") and SCE Trust
III, a Delaware statutory trust ("Trust III" and together with Trust I and Trust II,
the "Trusts") in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or copies of
the following:
(a) The Certificate of Trust of Trust I, dated August 22, 2000 (the "Original Trust
I Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on August 22, 2000;
(b) The Trust Agreement of Trust I, dated as of August 22, 2000, among the Company
and the trustees of Trust I named therein, as amended by the Amendment to Trust
Agreement relating thereto, dated as of December 8, 2004, among the Company and the
trustees of Trust I named therein, as further amended by the Removal and Appointment
of Trustees of Trust I, dated as of August 2, 2006, among the Company and the trustees
of Trust I named therein;
(c) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Business Trust
Act, relating to Trust I, as filed in the office of the Secretary of State on July 9,
2001 (together with the Original Trust I Certificate, the "Amended Trust I
Certificate");
To Each of the Persons Listed
on Schedule A Attached Hereto
August 8, 2006
Page 2
(d) The Certificate of Amendment to Certificate of Trust of Trust I, dated as of
August 2, 2006, as filed in the office of the Secretary of State on August 2, 2006
(together with the Amended Trust I Certificate, the "Trust I Certificate");
(e) The Certificate of Trust of Trust II, dated August 22, 2000 (the "Original
Trust II Certificate"), as filed in the office of the Secretary of State on August 22,
2000;
(f) The Trust Agreement of Trust II, dated as of August 22, 2000, among the Company
and the trustees of Trust II named therein, as amended by the Amendment to Trust
Agreement relating thereto, dated as of December 8, 2004, among the Company and the
trustees of Trust II named therein, as further amended by the Removal and Appointment
of Trustees of Trust II, dated as of August 2, 2006, among the Company and the
trustees of Trust II named therein;
(g) The Certificate of Amendment Pursuant to 3807(e) of the Delaware Business Trust
Act, relating to Trust II, as filed in the office of the Secretary of State on July 9,
2001 (together with the Original Trust II Certificate, the "Amended Trust II
Certificate");
(h) The Certificate of Amendment to Certificate of Trust of Trust II, dated as of
August 2, 2006, as filed in the office of the Secretary of State on August 2, 2006
(together with the Amended Trust II Certificate, the "Trust II Certificate");
(i) The Certificate of Trust of Trust III, dated December 8, 2004, as filed in the
office of the Secretary of State on December 8, 2004, as amended by the Certificate of
Amendment to Certificate of Trust of Trust III, dated as of August 2, 2006, as filed
in the office of the Secretary of State on August 2, 2006 (as so amended, the "Trust
III Certificate");
(j) The Trust Agreement of Trust III, dated as of December 8, 2004, among the
Company and the trustees of Trust III named therein, as amended by the Removal and
Appointment of Trustees of Trust III, dated as of August 2, 2006, among the Company
and the trustees of Trust III named therein;
(k) A form of Amended and Restated Trust Agreement for each of the Trusts
(including Exhibits A, B and D thereto) relating to the purchase of a series of the
Company's subordinated debt securities by the respective Trusts (a "Trust Agreement
Relating to Subordinated Debt Securities"), to be entered into among the Company, the
trustees of the respective Trust named therein, and the holders, from time to time, of
To Each of the Persons Listed
on Schedule A Attached Hereto
August 8, 2006
Page 3
undivided beneficial interests in the assets of the respective Trust, attached as an
exhibit to the Registration Statement (as defined below);
(l) A form of Amended and Restated Trust Agreement for each of the Trusts
(including Exhibits A, B and D thereto) relating to the purchase of a series of the
Company's preferred stock by the respective Trusts (a "Trust Agreement Relating to
Preferred Stock"), to be entered into among the Company, the trustees of the
respective Trust named therein, and the holders, from time to time, of undivided
beneficial interests in the assets of the respective Trust, attached as an exhibit to
the Registration Statement;
(m) The Registration Statement on Form S-3 (the "Registration Statement"),
including a prospectus (the "Prospectus"), relating to the preferred securities of
Trust I, representing undivided beneficial interests in the assets of Trust I (each, a
"Trust I Preferred Security" and collectively, the "Trust I Preferred Securities"), the
preferred securities of Trust II, representing undivided beneficial interests in the
assets of Trust II (each, a "Trust II Preferred Security" and collectively, the "Trust
II Preferred Securities"), and the preferred securities of Trust III, representing
undivided beneficial interests in the assets of Trust III (each, a "Trust III
Preferred Security" and collectively, the "Trust III Preferred Securities"), as
proposed to be filed by the Company, Trust I, Trust II and Trust III with the
Securities and Exchange Commission on or about August 8, 2006;
(n) A Certificate of Good Standing for Trust I obtained from the Secretary of State
on August 7, 2006;
(o) A Certificate of Good Standing for Trust II obtained from the Secretary of
State on August 7, 2006; and
(p) A Certificate of Good Standing for Trust III obtained from the Secretary of
State on August 7, 2006.
Trust I, Trust II and Trust III are sometimes individually referred to
herein as a "Trust." The Trust I Certificate, the Trust II Certificate and the Trust
III Certificate are collectively referred to as the "Certificates."
For purposes of this opinion, we have not reviewed any documents other than the
documents listed in paragraphs (a) through (p) above. In particular, we have not
reviewed any document (other than the documents listed in paragraphs (a) through (p)
above) that is referred to in or incorporated by reference into the documents reviewed
by us. We have assumed that there exists no provision in any document that we have
not reviewed that is inconsistent with the opinions stated herein. We have conducted no
To Each of the Persons Listed
on Schedule A Attached Hereto
August 8, 2006
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independent factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or forms, and
(iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the governing instrument of
Trust I is either a duly completed Trust Agreement Relating to Subordinated Debt
Securities or a duly completed Trust Agreement Relating to Preferred Stock (in either
case, the "Relevant Trust I Agreement"), (ii) that the governing instrument of Trust
II is either a duly completed Trust Agreement Relating to Subordinated Debt Securities
or a duly completed Trust Agreement Relating to Preferred Stock (in either case, the
"Relevant Trust II Agreement"), and (iii) that the governing instrument of Trust III
is either a duly completed Trust Agreement Relating to Subordinated Debt Securities or
a duly completed Trust Agreement Relating to Preferred Stock (in either case, the
"Relevant Trust III Agreement"), (iv) that the Relevant Trust I Agreement, the
Relevant Trust II Agreement, the Relevant Trust III Agreement and each Certificate is
in full force and effect and has not been amended, (v) except to the extent provided in
paragraph 1 below, that each of the parties to the documents examined by us has been
duly created, organized or formed, as the case may be, and is validly existing in good
standing under the laws of the jurisdiction governing its creation, organization or
formation, (vi) the legal capacity of each natural person is a signatory to the
documents examined by us, (vii) that each of the parties to the documents examined by
us has the power and authority to execute and deliver, and to perform its obligations
under, such documents, (viii) that each of the parties to the documents examined by us
has duly authorized, executed and delivered such documents, (ix) the receipt by each
person or entity to whom a Trust I Preferred Security is to be issued by Trust I
(collectively, the "Trust I Preferred Security Holders") of a Preferred Securities
Certificate (as defined in the Relevant Trust I Agreement) for the Trust I Preferred
Security and the payment for the Trust I Preferred Security acquired by it, in
accordance with the Relevant Trust I Agreement and the Registration Statement, (x) the
receipt by each person or entity to whom a Trust II Preferred Security is to be issued
by Trust II (collectively, the "Trust II Preferred Security Holders") of a Preferred
Securities Certificate (as defined in the Relevant Trust II Agreement) for the Trust
II Preferred Security and the payment for the Trust II Preferred Security acquired by
it, in accordance with the Relevant Trust II Agreement and the Registration Statement,
(xi) the receipt by
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August 8, 2006
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each person or entity to whom a Trust III Preferred Security is to be issued by Trust
III (collectively, the "Trust III Preferred Security Holders") of a Preferred
Securities Certificate (as defined in the Relevant Trust III Agreement) for the Trust
III Preferred Security and the payment for the Trust III Preferred Security acquired
by it, in accordance with the Relevant Trust III Agreement and the Registration
Statement, (xii) that the Trust I Preferred Securities are issued and sold to the
Trust I Preferred Security Holders in accordance with the Relevant Trust I Agreement
and the Registration Statement, (xiii) that the Trust II Preferred Securities are
issued and sold to the Trust II Preferred Security Holders in accordance with the
Relevant Trust II Agreement and the Registration Statement, and (xiv) that the Trust
III Preferred Securities are issued and sold to the Trust III Preferred Security
Holders in accordance with the Relevant Trust III Agreement and the Registration
Statement. We have not participated in the preparation of the Registration Statement
and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and express
no opinion on the laws of any other jurisdiction, including federal laws and rules and
regulations relating thereto. Our opinions are rendered only with respect to Delaware
laws and rules, regulations and orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Trust I has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act (12 Del. C.ss.3801, et seq.)
(the "Statutory Trust Act"). Trust II has been duly created and is validly existing
in good standing as a statutory trust under the Statutory Trust Act. Trust III has
been duly created and is validly existing in good standing as a statutory trust under
the Statutory Trust Act.
2. The Trust I Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided
beneficial interests in the assets of Trust I. The Trust II Preferred Securities will
represent valid and, subject to the qualifications set forth in paragraph 3 below,
fully paid and nonassessable undivided beneficial interests in the assets of Trust
II. The Trust III Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided
beneficial interests in the assets of Trust III.
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on Schedule A Attached Hereto
August 8, 2006
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3. The Trust I Preferred Security Holders, as beneficial owners of Trust I, will
be entitled to the same limitation of personal liability extended to stockholders of
private corporations for profit organized under the General Corporation Law of the
State of Delaware. We note that the Trust I Preferred Security Holders may be
obligated to make payments as set forth in the Relevant Trust I Agreement. The Trust
II Preferred Security Holders, as beneficial owners of Trust II, will be entitled to
the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State of
Delaware. We note that the Trust II Preferred Security Holders may be obligated to
make payments as set forth in the Relevant Trust II Agreement. The Trust III
Preferred Security Holders, as beneficial owners of Trust III, will be entitled to the
same limitation of personal liability extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State of Delaware. We
note that the Trust III Preferred Security Holders may be obligated to make payments
as set forth in the Relevant Trust III Agreement.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Validity of the Securities
and Preferred Securities Guarantees" in the Prospectus. In giving the foregoing
consents, we do not thereby admit that we come within the category of persons or
entities whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder. Except as stated above, without our prior written consent, this opinion
may not be furnished or quoted to, or relied upon by, any other person or entity for
any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
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Richards, Layton & Finder, P.A.
BJK/RSM
SCHEDULE A
SCE Trust I
2244 Walnut Grove Avenue
Rosemead, California 91770
SCE Trust II
2244 Walnut Grove Avenue
Rosemead, California 91770
SCE Trust III
2244 Walnut Grove Avenue
Rosemead, California 91770
