EXHIBIT 5(B)
WORSHAM FORSYTHE & WOOLDRIDGE LLP
Attorneys and Counselors at Law
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
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Telephone (214) 979-3000
Fax (214) 880-0011
May 10, 2000
Texas Utilities Company
(doing business as TXU Corp.)
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 filed by Texas
Utilities Company, doing business as TXU Corp. ("Company"), on December 21,
1999 (File No. 333-93181) as amended by the Post-Effective Amendment No. 1
filed on December 22, 1999 and the Post-Effective Amendment No. 2 to be filed
on or about the date hereof (together, the "Registration Statement") with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended, for the registration of (i) up to 4,000,000 shares of the
Company's common stock, without par value ("Stock") and the attached
Preference Stock Purchase Rights (the "Rights"), to be offered from time
to time in connection with the Employees' Thrift Plan of the Texas Utilities
Company System and the ENSERCH Corporation Employee Stock Purchase and Savings
Plan (together, the "Plan") and (ii) an indeterminate amount of interests in
the Plan, we are of the opinion that:
1. The Company is a corporation validly organized and existing under
the laws of the State of Texas.
2. All requisite action necessary to make any shares of authorized but
unissued Stock validly issued, fully paid and non-assessable and to make valid
the interests in the Plan will have been taken when any shares of authorized but
unissued Stock shall have been issued and delivered for the consideration
contemplated in the Plan.
3. The Rights, when issued as contemplated by the Registration Statement
will be validly issued.
We are members of the State Bar of Texas and do not hold ourselves out
as experts on the laws of the State of New York. As to all matters of New
York law, we have with your consent relied upon an opinion of even date
herewith addressed to you by Thelen Reid & Priest LLP, New York, New York,
of Counsel to the Company, which is being filed as an exhibit to the
Registration Statement.
We hereby consent to the use of our name in the Plan prospectus in
relation to our review of the statements of law and legal conclusions under
the caption "Description of Capital Stock" and to the filing of this opinion
with the Commission as an exhibit to the Registration Statement.
Very truly yours,
WORSHAM FORSYTHE
WOOLDRIDGE LLP
By: /s/ T.A. Mack
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A Partner