Exhibit 5
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John C. Walmsley Associate Counsel | | PSEG Services Corporation 80 Park Plaza, T10, Newark, NJ 07102-4194 Email: Chris.Walmsley@pseg.com | | |
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March 27, 2024
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, NJ 07102
| Re: | Public Service Enterprise Group Incorporated |
Registration Statement on Form S-3 (No. 333-275509)
Ladies and Gentlemen:
This opinion is furnished in connection with the issuance and sale by Public Service Enterprise Group Incorporated (the “Company”) of $750,000,000 aggregate principal amount of its 5.200% Senior Notes due 2029 (the “2029 Notes”) and $500,000,000 aggregate principal amount of its 5.450% Senior Notes due 2034 (the “2034 Notes” and together with the 2029 Notes, the “Notes”) pursuant to (i) the Company’s Registration Statement on Form S-3, Registration No. 333-275509 (the “Registration Statement”); (ii) the base prospectus constituting a part of the Registration Statement, dated November 13, 2023 (the “Base Prospectus”), relating to the offering from time to time of certain debt securities of the Company, among other securities, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”); and (iii) the prospectus supplement, dated March 25, 2024 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Notes were issued under the Indenture, dated as of November 1, 1998 (as amended and supplemented to the date hereof, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
I have examined the Registration Statement, the Prospectus, the Indenture, the global certificates representing each series of Notes and such other agreements, instruments, documents and records and such certificates or comparable documents of public officials which I deemed relevant and necessary for the basis of the opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates I have reviewed.