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
September 15, 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 amendment to 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, the New Notes will be 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, when the Exchange Offer
is consummated in the manner described in the Registration Statement.
We are further of the opinion that, insofar as it relates to matters of law
or legal conclusions, the summary contained in the Registration Statement of the
material United States federal income tax consequences of exchanging the Old
Notes for the New Notes and of the ownership and disposition of the New Notes is
accurate in all material respects as of the date hereof.
September 15, 2003
Page 2
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