The opinions expressed below are based on the following assumptions:
(a) the Registration Statement will have become effective;
(b) the proposed transactions contemplated by the Registration Statement will have been carried out on the basis set forth therein and in conformity with the authorizations, approvals, consents, or exemptions under the securities laws of various states and other jurisdictions of the United States;
(c) prior to the issuance of any series of the Securities, the Board of Directors of the Company (the “Board”), a committee thereof or the Sale and Pricing Committee of the Company pursuant to delegated authority from the Board, will have (i) authorized any supplemental indentures required under the Mortgage, the MTN Indenture and the 2000 Indenture, as the case may be, and (ii) authorized the issuance of, and established the terms of, such Securities;
(d) any applicable supplemental indenture will have been properly executed and delivered;
(e) the Mortgage, the MTN Indenture and the 2000 Indenture will have been qualified in accordance with the provisions of the Trust Indenture Act of 1939, as amended; and
(f) prior to the issuance of any Securities and the execution and delivery of any related supplemental indentures, such Securities and supplemental indentures will have been authorized by an order of the Board of Public Utilities of the State of New Jersey.
Based upon the foregoing and subject to the limitations herein, I am of the opinion that:
1. When the Bonds have been duly executed by the Company and authenticated by the applicable Trustee and when delivered against payment of the requisite consideration therefor, such Bonds will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
2. When the Notes have been duly executed by the Company and authenticated by the applicable Trustee and when delivered against payment of the requisite consideration therefor, such Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
3. When the Debt Securities have been duly executed by the Company and authenticated by the applicable Trustee and when delivered against payment of the requisite consideration therefor, such Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
With respect to enforceability, the above opinions are qualified to the extent that enforcement of the Mortgage, the MTN Indenture, the 2000 Indenture and the Securities may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).