BOSTON LATHAM & WATKINS NEW YORK
BRUSSELS ATTORNEYS AT LAW NORTHERN VIRGINIA
CHICAGO www.lw.com ORANGE COUNTY
FRANKFURT PARIS
HAMBURG ____________________ SAN DIEGO
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LONDON SILICON VALLEY
LOS ANGELES SINGAPORE
MOSCOW TOKYO
NEW JERSEY WASHINGTON, D.C.
April 30, 2002
Sempra Energy
101 Ash Street
San Diego, California 92101
Re: Certain United States Federal Tax Consequences
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Ladies and Gentlemen:
We have acted as tax counsel to Sempra Energy, a Delaware corporation
(the "Issuer"), in connection with the Issuer's registration statement on Form
S-3 (No. 333-70640), and all amendments thereto (the "Registration Statement"),
previously declared effective by the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the proposed public offering
of Securities of the Issuer that may be offered and sold by the Issuer from time
to time as set forth in the prospectus dated November 15, 2001, which forms a
part of the Registration Statement. This opinion is rendered in connection with
the registration, sale and issuance of up to 24,000,000 Equity Units (including
2,000,000 Equity Units subject to an over-allotment option) pursuant to a
prospectus supplement dated April 24, 2002 (the "Prospectus Supplement"). Terms
which are used but not otherwise defined herein shall have the meanings ascribed
to them in the Prospectus Supplement.
In connection with our representation of the Issuer, you have
requested our opinion concerning the statements in the Prospectus Supplement
under the caption "Certain United States Federal Income Tax Consequences." The
facts, as we understand them, and upon which with your permission we rely in
rendering the opinion herein, are set forth in the Registration Statement.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or any other jurisdiction or as to any
matters of municipal law or the laws of any other local agencies within any
state.
Based on such facts and assumptions and subject to the limitations set
forth in the Prospectus Supplement, the statements set forth in the Prospectus
Supplement under the caption "Certain United States Federal Income Tax
Consequences" insofar as they purport to summarize the provisions of specific
statutes and regulations referred to therein, are accurate summaries in all
material respects.
No opinion is expressed as to any matter not discussed herein.
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LATHAM & WATKINS
April 30, 2002
Page 2
This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, existing judicial decisions, administrative regulations and
published rulings and procedures. Our opinion is not binding upon the Internal
Revenue Service or the courts, and there is no assurance that the Internal
Revenue Service will not assert a contrary position. Furthermore, no assurance
can be given that future legislation, judicial or administrative changes, on
either a prospective or retroactive basis, would not adversely affect the
accuracy of the conclusions stated herein. Also, any variation or difference in
the facts from those set forth in Registration Statement may affect the
conclusions stated herein.
This opinion is furnished to you, and is for your use in connection
with the transactions set forth in the Prospectus Supplement. This opinion may
not be relied upon by you for any other purpose, or furnished to, quoted to, or
relied upon by any other person, firm or corporation, for any purpose, without
our prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Latham & Watkins