EXHIBIT 5.1
[LETTERHEAD OF GARY W. KYLE, ESQ.]
December 29, 2000
Pacific Enterprises
555 West Fifth Street
Los Angeles, California 90013-1011
Re: Registration Statement on Form S-3 of Pacific Enterprises and Sempra
Energy
Ladies and Gentlemen:
I am the Chief Corporate Counsel of Sempra Energy, a California corporation.
In connection with the registration statement on Form S-3 filed on December 29,
2000 (the "Registration Statement") by Pacific Enterprises, a California
corporation ("Pacific Enterprises"), and Sempra Energy, a California
corporation ("Sempra Energy" and together with Pacific Enterprises, the
"Registrants") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), you have
requested my opinion with respect to the matters set forth below.
I have reviewed the prospectus (the "Prospectus") which is a part of the
Registration Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus as supplemented by various Prospectus Supplements
will provide for the registration of up to $500,000,000 aggregate offering
price of (i) one or more series of unsecured senior debt securities (the "Debt
Securities") and (ii) guarantees of the Debt Securities by Sempra Energy (the
"Guarantees"). The Debt Securities will be issued pursuant to one or more
indentures and one or more supplements thereto (collectively, the
"Indentures"), between Pacific Enterprises and a trustee (the "Trustee").
In my capacity as Chief Corporate Counsel, I am generally familiar with the
proceedings taken and proposed to be taken by the Registrants in connection
with the authorization and issuance of the Securities. For purposes of this
opinion, I have assumed that such proceedings will be timely and properly
completed, in accordance with all requirements of applicable federal,
California and New York laws, in the manner presently proposed.
I have made such legal and factual examinations and inquiries, including an
examination of originals and copies certified or otherwise identified to my
satisfaction, of all such documents, corporation records and instruments of the
Registrants as I have deemed necessary or appropriate for purposes of this
opinion. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.
I have been furnished with, and with your consent have exclusively relied
upon, certificates of officers of the Registrants with respect to certain
factual matters. In addition, I have obtained and relied upon such certificates
and assurances from public officials as I have deemed necessary.
I am opining herein as to the effect on the subject transaction only of the
federal securities laws of the United States and the State of California, the
internal laws of the State of New York, and I express no opinion with respect
to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of California, any other laws, or as to any
matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other qualifications set forth herein, it
is my opinion that, as of the date hereof:
1. When (a) the Debt Securities have been duly established in
accordance with the terms of the applicable Indenture (including, without
limitation, the adoption by the Board of Directors of Pacific Enterprises
of any necessary further resolutions duly authorizing the issuance and
delivery of the Debt Securities), duly authenticated by the Trustee and
duly executed and delivered on behalf of Pacific Enterprises against
payment therefor in accordance with the terms and provisions of the
applicable Indenture and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (b) when each of
the Registration Statement and any required post-effective amendment
thereto have all become effective under the Securities Act and (c) assuming
that the terms of the Debt Securities as executed and delivered are as
described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the Debt Securities as
executed and delivered do not violate any law applicable to Pacific
Enterprises or result in a default under or breach of any agreement or
instrument binding upon Pacific Enterprises, and (e) assuming that the Debt
Securities as executed and delivered comply with all requirements and
restrictions, if any, applicable to Pacific Enterprises, whether imposed by
any court or governmental or regulatory body having jurisdiction over
Pacific Enterprises, and (f) assuming that the Debt Securities are then
issued and sold as contemplated in the Registration Statement, the
Prospectus and the Prospectus Supplement(s), the Debt Securities will
constitute valid and legally binding obligations of Pacific Enterprises
enforceable against it in accordance with the terms of the Debt Securities.
2. When (a) the Guarantees and the related Debt Securities have been
duly established in accordance with the terms of the applicable Indenture
(including, without limitation, the adoption by the Board of Directors of
Sempra Energy of any necessary further resolutions duly authorizing the
issuance and delivery of the Guarantees and the related Debt Securities),
the Guarantees have been duly executed and delivered and the related Debt
Securities have been authenticated by the Trustee and duly executed and
delivered on behalf of Sempra Energy against payment therefor in accordance
with the terms and provisions of the applicable Indenture and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (b) when each of the Registration Statement
and any required post-effective amendment thereto have all become effective
under the Securities Act, and (c) assuming that the terms of the Guarantees
as executed and delivered are as described in the Registration Statement,
the Prospectus and the related Prospectus Supplement(s), and (d) assuming
that the Guarantees as executed and delivered do not violate any law
applicable to Sempra Energy or result in a default under or breach of any
agreement or instrument binding upon Sempra Energy, and (e) assuming that
the Guarantees as executed and delivered comply with all requirements and
restrictions, if any, applicable to Sempra Energy, whether imposed by any
court or governmental or regulatory body having jurisdiction over Sempra
Energy, and (f) assuming that the Guarantees are then issued as
contemplated in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), the Guarantees will constitute valid and legally
binding obligations of Sempra Energy, enforceable against Sempra Energy in
accordance with the terms of the Guarantees.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought;
(iii) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of, or contribution
to, a party with respect to a liability where such indemnification or
contribution is contrary to public policy; (iv) requirements that a claim with
respect to any Guarantee denominated other than in United States dollars (or a
judgment denominated other than in United States dollars in respect of such
claim) be converted into United States dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law; (v) governmental authority to
limit, delay or prohibit the making of payments outside the United States or in
a foreign currency, composite currency or current unit; (vi) I express no
opinion concerning the enforceability of any waiver of rights or defenses with
respect to stay, extension or usury laws; and (vii) I express no opinion with
respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principle amount thereof which
might be determined to constitute unearned interest thereon.
I have assumed for purposes of this opinion that the applicable Indenture
constitutes the legally valid, binding and enforceable obligation of Pacific
Enterprises enforceable against it in accordance with its terms; and that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the applicable Indenture; that the
applicable Indenture has been duly authorized, executed and delivered by the
Trustee and constitutes a legally valid, binding and enforceable obligation of
the Trustee, enforceable against the Trustee in accordance with its terms; and
the Trustee is in compliance, generally and with respect to acting as Trustee
under the applicable Indenture, with all applicable laws and regulations; and
that the Trustee has the requisite organizational and legal power and authority
to perform its obligations under the applicable Indenture.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Validity of the
Securities" in the Prospectus included therein.
Very truly yours,
/s/ Gary W. Kyle, Esq.
_____________________________________
Gary W. Kyle, Esq.
Chief Corporate Counsel