Exhibit 5.3
MUNGER, TOLLES & OLSON LLP
350 SOUTH GRAND AVENUE
50TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 683-9100
November 22, 2023
Southern California Edison Company 2244 Walnut Grove Avenue Rosemead, California 91770 | |
| Re: | Registration Statement on Form S-3 (File No. 333-258266) |
Ladies and Gentlemen:
We have acted as counsel for Southern California Edison Company, a California corporation (“Southern California Edison”), in connection with the issuance by Southern California Edison of a guarantee (the “Guarantee”) of 22,000,000 7.50% Trust Preference Securities (the “Trust Preference Securities”) of SCE Trust VII, a Delaware statutory trust (the “Trust” and, together with Southern California Edison, the “Offerors”), issued pursuant to the Underwriting Agreement, dated November 16, 2023 (the “Underwriting Agreement”), among the Offerors and the Underwriters named in Schedule I to the Underwriting Agreement.
In our capacity as counsel for the Offerors, we have reviewed the Guarantee and originals or copies of corporate records of the Offerors; certificates of public officials, officers of the Offerors and others; and such other documents as we have deemed necessary or appropriate for the 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, the conformity to the originals of all documents submitted to us as copies, and the legal capacity of all parties executing the documents.
In making our examination of documents executed by parties other than Southern California Edison, we have assumed that such parties had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Underwriting Agreement, the Guarantee, certificates and all oral and written statements and other information of or from responsible representatives of the Offerors, their respective subsidiaries and others provided in connection with the Underwriting Agreement, the Guarantee, and the transactions contemplated thereby.