Exhibit 5.1
[Perkins Coie LLP letterhead]
March 5, 2009
Portland General Electric Company
121 SW Salmon Street
Portland, Oregon 97204
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Re: | | Portland General Electric Company Registration Statement on Form S-3 |
To the Board of Directors:
We have acted as counsel to Portland General Electric Company, an Oregon corporation (the "Company"), in connection with the issuance of up to 12,477,500 shares of Common Stock of the Company, without par value (including shares that may be issued upon exercise of an option granted to the underwriters to purchase up to 1,627,500 common shares to cover over-allotments) (collectively, the "Shares"), pursuant to an Underwriting Agreement, dated as of March 5, 2009 (the "Underwriting Agreement") among the Company and J.P. Morgan Securities Inc., Barclays Capital Inc, Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters listed inSchedule 1 to the Underwriting Agreement. The Shares will be issued in an underwritten public offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-143472), as filed with the Securities and Exchange Commission on June 1, 2007 (at the time it became effective, the "Registrat ion Statement"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the related prospectus dated June 1, 2007 and prospectus supplement dated March 4, 2009 (collectively, the "Prospectus").
We have examined the Registration Statement, the Prospectus and documents and records of the Company and other documents, matters of fact and questions of law that we have deemed necessary for the purposes of this opinion. In our examination, we have assumed the authenticity of original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as copies, and the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Underwriting Agreement, the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of even date herewith, incorporated by reference into the Registration Statement, and to the reference to this firm under the heading "Legal matters" in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term "expert" as used in the Securities Act or related rules.
Very truly yours,
/S/ PERKINS COIE LLP
PERKINS COIE LLP
