EXHIBIT 8
Public Service Enterprise Group Incorporated
80 Park Plaza, Newark, NJ 07101
Tel: (973) 430-7000
June 26, 2000
PSEG Energy Holdings Inc.
80 Park Plaza
Newark, NJ 07101
RE: PSEG Energy Holdings Inc.
Certain Federal Income Tax Considerations
Ladies and Gentlemen:
I am Associate General Counsel of Public Service Enterprise Group
Incorporated and in that capacity have acted as counsel for its wholly-owned
subsidiary, PSEG Energy Holdings Inc., a New Jersey corporation (the
"Corporation"), in connection with the preparation of a Registration Statement
on Form S-4 (File No. 33-95697), as amended (the "Registration Statement), which
has been filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to an offer (the "Exchange Offer")
to exchange up to $400,000,000 aggregate principal amount of the Corporation's
10% Senior Notes due 2009 (the "Exchange Notes") for a like principal amount of
its outstanding 10% Senior Notes due 2009 (the "Original Notes").
I or member of my staff have reviewed copies of the Registration Statement
and such other documents as I have deemed necessary or appropriate as a basis
for the opinions set forth below.
Based on the foregoing, I am of the opinion that if the offer and sale of
the Exchange Notes are conducted in the manner described in the Prospectus and
if the terms of the Exchange Notes are as contemplated by the Registration
Statement, then the exchange of the Original Notes for Exchange Notes pursuant
to the Exchange Offer will not constitute a significant modification of the
terms of the Original Notes and, therefore, such exchange will not constitute an
exchange for federal income tax purposes and will have no federal income tax
consequences to holders of the Original Notes.
The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, my opinions are based solely on the documents
that I have examined, the authenticity of which I assume, such other information
as I have deemed necessary or appropriate. My opinions cannot be relied upon if
any of the facts contained in such documents or information is, or later
becomes, inaccurate. Finally, my opinions are limited to the tax matters
specifically covered herein, and I have not been asked to address, nor have I
addressed, any other tax consequences of the Exchange Offer.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me under the captions
"Federal Income Tax Considerations" and "Legal Opinions" in the Registration
Statement.
Very truly yours,
/s/ James T. Foran
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James T. Foran