Exhibit 5
[Letterhead of Public Service Enterprise Group Incorporated]
September 30, 2008
PSEG Power LLC
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101-1171
Re: $4,000,000,000 aggregate principal amount of Senior Debt Securities
(the "Senior Debt Securities") to be issued in one or more series by
PSEG Power LLC (the "Company").
Ladies and Gentlemen:
I am Associate General Counsel of Public Service Enterprise Group
Incorporated, the Company's parent, and, in that capacity, I have represented
the Company in connection with the proposed issuance, from time to time, by the
Company of Senior Debt Securities. The Senior Debt Securities will be issued
under an indenture, dated as of April 16, 2001 (as supplemented from time to
time, the "Indenture") among the Company, PSEG Nuclear LLC, PSEG Fossil LLC,
PSEG Energy Resources and Trade LLC and The Bank of New York Mellon as successor
Trustee. All capitalized terms used herein unless defined herein shall have the
meanings specified in the Registration Statement hereinafter described.
I and/or attorneys working under my supervision have conducted such
investigations of laws and regulations as I have deemed necessary or appropriate
for the purpose of rendering the opinions hereinafter expressed.
The opinions expressed below are based on the following assumptions:
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(a) the Registration Statement on Form S-3 (the "Registration Statement")
filed by the Company with respect to the Senior Debt Securities will become
effective;
(b) the proposed transactions contemplated by the Registration Statement
will be 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 Senior Debt 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 authorized the issuance of, and established the terms of such
series of Senior Debt Securities; and
(d) the Indenture will have been qualified in accordance with the
provisions of the Trust Indenture Act of 1939, as amended.
Based upon the foregoing and subject to the limitations herein, I am of
the opinion that:
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1. The Company is a limited liability company duly organized and validly
existing and authorized to exercise its powers, rights and privileges under the
laws of the State of Delaware.
2. When properly executed, authenticated and delivered as provided in the
Indenture, the Senior Debt Securities will be legally issued, valid and binding
obligations of the Company.
I express no opinions as to matters of law in jurisdictions other than the
State of New Jersey and the State of Delaware. My opinions are rendered only
with respect to the laws of the State of New Jersey and the State of Delaware
and rules, regulations and orders thereunder which are currently in effect.
This opinion does not cover the necessity of filings under the provisions
of securities laws of any state in which the Senior Debt Securities may be sold.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally and (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law).
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the references to me under the heading "Legal
Opinions" in the Prospectus contained therein.
Very truly yours,
/s/ James T. Foran
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James T. Foran
Associate General Counsel