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