Exhibit 5.1
[LETTERHEAD OF GARY W. KYLE, ESQ.]
September 28, 2001
Southern California Gas Company
555 West Fifth Street
Los Angeles, California 90013-1011
Re: Registration Statement on Form S-3 of Southern
California Gas Company
---------------------------------------------------
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
September 28, 2001 (the "Registration Statement") by Southern California Gas
Company, a California corporation (the "Registrant"), 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 $350,000,000 aggregate
offering price of one or more series of first mortgage bonds (the "Bonds"). The
Bonds will be issued pursuant to an indenture and one or more supplements
thereto (the "Indenture"), in each case between the Registrant 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 Registrant
in connection with the authorization and issuance of the Bonds. 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 and
California 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 Registrant 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 Registrant 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, 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 such state.
Subject to the foregoing and the other qualifications set forth
herein, it is my opinion that, as of the date hereof:
When (a) the Bonds have been duly established in accordance with
the terms of the Indenture (including, without limitation, the adoption by the
Board of Directors of the Registrant of any necessary further resolutions duly
authorizing the issuance and delivery of the Bonds), duly authenticated by the
Trustee and duly executed and delivered on behalf of the Registrant against
payment therefor in accordance with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Prospectus and the
Prospectus Supplement(s), and (b) each of the Registration Statement and any
required post-effective amendment thereto have all become effective under the
Securities Act, and assuming (1) that the terms of the Bonds as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (2) that the Bonds as executed and delivered
do not violate any law applicable to the Registrant or result in a default under
or breach of any agreement or instrument binding upon the Registrant, (3) that
the Bonds as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Registrant, whether imposed by any court
or governmental or regulatory body having jurisdiction over the Registrant, and
(4) that the Bonds are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the Prospectus Supplement(s), the Bonds will
constitute valid and legally binding obligations of the Registrant enforceable
against it in accordance with the terms of the Bonds.
The opinion set forth in the preceding paragraph is 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) the authority of a
governmental entity to limit, delay or prohibit the making of payments outside
the United States or in a foreign currency, composite currency or current unit;
(v) the ability of a holder of Bonds to enforce any waiver of rights or defenses
with respect to stay, extension or usury laws; and (vi) whether acceleration of
Bonds 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 Indenture
constitutes the legally valid, binding and enforceable obligation of the
Registrant 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 Indenture; that the 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 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 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 Bonds" in the Prospectus included therein.
Very truly yours,
/s/ Gary W. Kyle
---------------------------------
Gary W. Kyle, Esq.
Chief Corporate Counsel