THELEN REID & PRIEST LLP
Attorneys at Law
------------------------
875 Third Avenue
New York, NY 10022-6225
Tel. 212.603.2000
Fax 212.603.2001
www.thelenreid.com
Exhibits 5(b)and 8
July 9, 2003
Oncor Electric Delivery Company
500 N. Akard Street
Dallas, Texas 75201
Ladies and Gentlemen:
Reference is made to the proposed exchange (Exchange Offer) by Oncor
Electric Delivery Company, a Texas corporation (Company), of any and all of the
Company's outstanding 6.375% Senior Secured Notes due 2015 (Old 2015 Notes) for
an equal principal amount of the Company's 6.375% Exchange Senior Secured Notes
due 2015 (New 2015 Notes), and any and all of the Company's outstanding 7.250%
Senior Secured Notes due 2033 (Old 2033 Notes, and together with the Old 2015
Notes, the Old Notes) for an equal principal amount of the Company's 7.250%
Exchange Senior Secured Notes due 2033 (New 2033 Notes, and together with the
New 2015 Notes, the New Notes), all as contemplated in the registration
statement on Form S-4 (Registration Statement) to be filed by the Company, on or
about the date hereof, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. In connection therewith, we have reviewed
such documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Texas.
2. In relation to the Exchange Offer, all requisite action necessary to
make the New Notes legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
effect of bankruptcy, insolvency, reorganization, receivership, fraudulent
conveyance, fraudulent transfer, moratorium and other laws affecting the rights
and remedies of creditors and mortgagees generally and general principles of
equity, shall have been taken when the Exchange Offer shall have been completed
and the Old Notes validly tendered pursuant thereto shall have been exchanged
for New Notes as contemplated in the Registration Statement.
We are further of the opinion that the information contained in the
Registration Statement under MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS constitutes an accurate description, in general terms, of the
July 9, 2003
Page 2
indicated federal income tax consequences to holders of the New Notes of the
Exchange Offer.
This opinion is limited to the laws of the State of New York, the federal
laws of the United States of America and, to the extent set forth herein, the
laws of the State of Texas. As to all matters of Texas law, we have, with your
consent, relied upon an opinion of even date herewith addressed to you by Hunton
& Williams LLP, Dallas, Texas, counsel for the Company, which is being filed as
an exhibit to the Registration Statement.
We hereby consent to the use of our name in the Registration Statement and
to the use of this opinion as an exhibit thereto.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP