Exhibit 5
November 25, 2008
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171 Newark, New Jersey 07101-1171
Re: Public Service Enterprise Group Incorporated -
Registration Statement on Form S-3
Ladies and Gentlemen:
I am Associate General Counsel of Public Service Enterprise Group
Incorporated, a New Jersey corporation ("PSEG"), and am rendering this opinion
in connection with the preparation and filing with the Securities and Exchange
Commission ("the Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the registration under the Act of: (i) unsecured senior debt
securities and unsecured subordinated debt securities, consisting of debentures,
notes or other evidence of indebtedness, of PSEG (the "Debt Securities"), which
may be issued pursuant to a Senior Debt Indenture dated as of November 1, 1998
between PSEG and US Bank National Association, as successor trustee (as amended
or supplemented, the "Senior Debt Indenture") or a Subordinated Debt Indenture
to be entered into between PSEG and US Bank National Association, as successor
trustee (as amended or supplemented, the "Subordinated Debt Indenture" and,
together with the Senior Debt Indenture, the "Indentures"); and any applicable
Supplemental Indenture under the Indentures; (ii) shares of common stock,
without par value, of PSEG (the "Common Stock"), including, under the PSEG
Dividend Reinvestment and Stock Purchase Plan (the "Plan"); (iii) shares of
series of preferred stock, without par value (the "Preferred Stock"), of PSEG;
(iv) stock purchase contracts of PSEG to purchase Common Stock ("Stock Purchase
Contracts"); and (v) stock purchase units of PSEG, each representing ownership
of a
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Stock Purchase Contract and any Debt Securities, or debt obligations of third
parties, including U.S. Treasury securities, securing a holder's obligation to
purchase Common Stock under the Stock Purchase Contract ("Stock Purchase Units"
and, together with the Debt Securities, Common Stock, Preferred Stock and Stock
Purchase Contracts, the "Securities").
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:
(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 Debt Securities, shares of
Preferred Stock, Stock Purchase Contracts and Stock Purchase Units, 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 the Subordinated Debt Indenture and any Supplemental
Indentures under the Indentures, the Stock Purchase Contracts and Stock Purchase
Units; (ii) authorized the issuance of, and established the terms of such series
of Debt Securities, series of Preferred Stock, Stock Purchase Contracts and
Stock Purchase Units, and (iii) authorized the issuance of such Common Stock;
and
(d) the Indentures will have been qualified in accordance with the
provisions of the Trust Indenture Act of 1939, as amended;
(e) the Senior Debt Indenture, any Supplemental Indenture under the
Indentures, the Stock Purchase Contracts, Stock Purchase Units and all
collateral and related agreements will have been properly executed and
delivered;
(f) the Debt Securities will have been properly executed, authenticated,
issued and delivered as provided in the Indenture;
(g) a Certificate of Amendment to the Certificate of Incorporation of PSEG
setting forth the terms of the Preferred Stock will have been executed and filed
with the State of New Jersey, and the Preferred Stock will have been duly
issued, paid for and delivered;
(h) the Common Stock will have been duly issued, paid for and delivered,
including previously unissued shares of Common Stock in accordance with the
terms of the Plan.
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Based upon the foregoing and subject to the limitations herein, I am of
the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of New Jersey.
2. The Debt Securities, Stock Purchase Contracts and Stock Purchase Units
will be legally issued, valid and binding obligations of the Company,
enforceable in accordance with their terms.
3. The Common Stock and the Preferred Stock will be legally issued, fully
paid and non-assessable.
I express no opinions as to matters of law in jurisdictions other than the
State of New Jersey. My opinions are rendered only with respect to the laws of
the State of New Jersey 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 Securities may be sold.
The opinion set forth in paragraph 2. above is 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 reference to me under the heading "Legal
Matters" in the Prospectus contained therein.
Very truly yours,
/s/ James T. Foran
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James T. Foran
Associate General Counsel