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                                                                       EXHIBIT 5
 
                            OPINION OF O'MELVENY & MYERS
 
   
                                   August 7, 1995
    
 
Southern California Water Company
630 East Foothill Boulevard
San Dimas, California 91773
 
           Re:  Common Shares and Debt Securities of
                Southern California Water Company
 
Ladies and Gentlemen:
 
   
     At your request, we have examined the Registration Statement on Form S-3 as
amended by Amendment No. 1 thereto (the "Registration Statement"), proposed to
be filed by Southern California Water Company (the "Company") with the
Securities and Exchange Commission in connection with the registration of
$70,000,000 aggregate initial offering price of Common Shares (the "Shares") and
Debt Securities (the "Debt Securities"). We have examined the indenture, dated
as of September 1, 1993, incorporated by reference as an exhibit to the
Registration Statement (the "Indenture") under which the Debt Securities are to
be issued. We are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization, registration, issuance and
sale of the Shares and the Debt Securities.
    
 
   
     Subject to such proposed additional proceedings with respect to the Shares
being taken and completed as now are contemplated by us as your counsel prior to
the issuance and sale of the Shares, upon the issuance and sale thereof in the
manner referred to in the Registration Statement, the Shares will be legally and
validly issued, fully paid and nonassessable. Subject to such proposed
additional proceedings with respect to the Debt Securities being taken as now
are contemplated by us as your counsel and as contemplated by the Indenture, as
applicable, prior to the issuance and sale of the Debt Securities, and the
execution, delivery and authentication of the Debt Securities in accordance with
the Indenture, it is our opinion that the Debt Securities will, upon the
issuance and sale thereof in the manner referred to in the Registration
Statement, be legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief.
    
 
     Please be advised that enforceability of the Debt Securities and the
Indenture is subject to the effect of general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.
 
     We consent to the use of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the caption
"Legal Matters" in the Registration Statement and the Prospectus which forms a
part thereof.
 
                                          Respectfully submitted,
 
   
                                          /s/  O'MELVENY & MYERS
    
   
 
    
   
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                                          O'Melveny & Myers