EXHIBIT 5 (619) 236-1995 February 17, 1995 SDO Parent Co., Inc. 101 Ash Street San Diego, California 92101 Re: Issuance of Common Stock in Connection with Formation of a Holding Company Structure for SDG&E Ladies and Gentlemen: With reference to the Registration Statement on Form S-4 (No. 33- 57007) ("Registration Statement") filed by SDO Parent Co., Inc., a California corporation ("ParentCo"), with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended, with respect to the issuance of up to 116,541,000 shares of ParentCo's common stock in connection with a merger which will cause ParentCo to become the parent holding company of San Diego Gas & Electric Company, a California corporation, it is our opinion that such shares of ParentCo common stock, when issued in accordance with the terms outlined in the Registration Statement, including a Merger Agreement constituting Exhibit A to the Proxy Statement and Prospectus portion of the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the SEC as Exhibit 5 to the Registration Statement and we consent to being identified in the Registration Statement under the caption "Legal Opinion." Very truly yours, /s/ Pillsbury Madison & Sutro