EXHIBIT 5  
  
  
  
  
  
                                               December 4, 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 ("Second 
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 100,000 shares of ParentCo's common stock, without par 
value, 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 my opinion that such shares of ParentCo common stock, 
when issued in accordance with the terms outlined in the earlier 
Registration Statement on Form S-4 of the Registrant (No. 33-57007 - with 
respect to the issuance of up to 116,541,000 shares of ParentCo's common 
stock), including a Merger Agreement constituting Exhibit A to the Proxy 
Statement and Prospectus portion of such Registration Statement No. 33-
57007, will be legally issued, fully paid and nonassessable.  
  
      I hereby consent to the filing of this opinion with the SEC as Exhibit 
5 to the Second Registration Statement.  
  
  
                                                      Very truly yours,  
  
  
  
                                                      /s/ David R. Clark