Exhibit 8
August 8, 2002
PSEG Power LLC
80 Park Plaza
Newark, NJ 07101
RE: PSEG Power LLC
Exchange Offer for $600,000,000 6.95% Senior Notes due 2012
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
subsidiaries, PSEG Power LLC (the "Company"), PSEG Fossil LLC ("Fossil"), PSEG
Nuclear LLC ("Nuclear") and PSEG Energy Resources & Trade LLC ("ER&T"), each a
Delaware limited liability company, in connection with their preparation of a
Registration Statement on Form S-4 (the "Registration Statement), which is being
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 $600,000,000 aggregate principal amount of the Company's 6.95%
Senior Notes due 2012 (the "Exchange Notes") for a like principal amount of its
outstanding 6.95% Senior Notes due 2012 (the "Original Notes") under an
indenture dated as of April 16, 2001 (the "Indenture") between and among the
Company, Fossil, Nuclear, ER&T and The Bank of New York as Trustee (the
"Trustee").
I, or members of my staff, have reviewed a copy 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 opinion expressed herein is based upon existing statutory, regulatory,
and judicial authority, any of which may be changed at any time with retroactive
effect. In addition, my opinion is 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 opinion cannot be relied upon if any of the
facts contained in such documents or information is, or later becomes,
inaccurate. Finally, my opinion is 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 Exhibit 8 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
-------------------------
James T. Foran
Associate General Counsel
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