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                             SCG HOLDING CORPORATION



                                                              May 23, 2000


SCG Holding Corporation
5005 McDowell Rd.
Phoenix, AZ  85008

Dear Sirs:

     I refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by SCG Holding Corporation today with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the shares of Common Stock, $.01 par value, of
SCG Holding Corporation to be issued under the SCG Holding Corporation 2000
Stock Incentive Plan, as amended (the "Plan").

     In connection with the foregoing registration, I have acted as the general
counsel of SCG Holding Corporation and have examined and am relying on
originals, or copies certified or otherwise identified to my satisfaction, of
such corporate records and such other instruments, and I have made such
investigations of law, as I have deemed appropriate as a basis for the opinion
expressed below.

     Based on the foregoing, it is my opinion that the shares of SCG Holding
Corporation issuable under the Plan are duly authorized and, when issued in
accordance with the terms of the Plan, at prices in excess of the par value
thereof, will be validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not thereby admit that I am
an expert with respect to any part of the Registration Statement, including this
exhibit, within the meaning of the term "expert" as used in the Act or the rules
and regulations of the Commission issued thereunder.

                                                     Very truly yours,

                                                     /s/ George H. Cave
                                                     ------------------
                                                     George H. Cave, Esq.