Exhibit 5
November 26, 2008
Public Service Electric and Gas Company
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101-1171
Re: Public Service Electric and Gas Company -
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Corporate Counsel of Public Service Electric and Gas Company,
a New Jersey corporation ("PSE&G"), 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) its First and Refunding Mortgage Bonds,
("Bonds") and/or Secured Medium-Term Notes ("Notes"), in one or more series,
such Bonds to be issued under its First and Refunding Mortgage, dated August 1,
1924, between PSE&G and US Bank National Association, as successor trustee, as
supplemented and amended by the supplemental indentures thereto that have not
heretofore been canceled, and as to be further supplemented by a separate
supplemental indenture thereto for each series of the Bonds to be dated the
first day of the month in which such series of Bonds is issued ("Supplemental
Indenture") (said First and Refunding Mortgage as so supplemented and amended
and to be further supplemented being hereinafter called the "Mortgage"), and
such Notes to be issued under its Indenture of Trust dated as of July 1, 1993,
between PSE&G and The Bank of New York Mellon, as successor trustee, providing
for Secured Medium-Term Notes ("MTN Indenture"); (ii) its Senior Debt Securities
which will be issued under an indenture, dated as of December 1, 2000 (as
supplemented from time to time, the "2000 Indenture")
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between PSE&G and US Bank National Association, as successor trustee; and (iii)
its Cumulative Preferred Stock (together with the Bonds, Notes and Senior Debt
Securities, 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 Bonds, Notes, Senior Debt
Securities or Cumulative Preferred Stock, 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 any Supplemental Indentures
under the Mortgage, and any supplemental indentures under the MTN
Indenture and the 2000 Indenture, respectively, as the case may be,
and (ii) authorized the issuance of, and established the terms of
such series of Bonds, Notes, Senior Debt Securities, and Cumulative
Preferred Stock;
(d) the Mortgage, MTN Indenture and 2000 Indenture will have been
qualified in accordance with the provisions of the Trust Indenture
Act of 1939, as amended;
(e) any applicable supplemental indenture (including any applicable
Supplemental Indenture) will have been properly executed and
delivered;
(f) the Bonds, Notes and Senior Debt Securities will have been properly
executed, authenticated, issued and delivered as provided in the
Mortgage, the MTN Indenture, the 2000 Indenture and any supplemental
indentures (including any Supplemental Indentures), as applicable;
(g) a Certificate of Amendment to the Certificate of Incorporation of
PSE&G setting forth the terms of the Cumulative Preferred Stock will
have been executed and filed with the State of New Jersey and the
Cumulative Preferred Stock will have been duly issued, paid for and
delivered; and
(h) prior to the issuance and sale of the Securities and the execution
and delivery of any related supplemental indentures (including any
Supplemental Indentures), such Securities and supplemental
indentures (including any Supplemental Indentures) will have been
authorized by an order of the Board of Public Utilities of the State
of New Jersey.
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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 Bonds, Notes and Senior Debt Securities will be legally issued,
valid and binding obligations of the Company, enforceable in accordance with
their terms.
3. The Cumulative 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
Opinions" in the Prospectus contained therein.
Very truly yours,
/s/ James T. Foran
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James T. Foran
General Corporate Counsel