EXHIBIT 5(B)
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
October 10, 1997
South Carolina Electric & Gas Company
1426 Main Street
Columbia, South Carolina 29201
SCE&G Trust I
c/o South Carolina Electric & Gas Company
1426 Main Street
Columbia, South Carolina 29201
Re: SCE&G Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for South Carolina
Electric & Gas Company, a South Carolina corporation (the
"Company"), and SCE&G Trust I, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of
originals or copies of the following:
(a) The Certificate of Trust of the Trust, dated October 8,
1997 as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on October 8, 1997;
(b) The Trust Agreement of the Trust, dated as of October
8, 1997 among the Company and the trustees of the Trust named
therein;
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(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the
"Prospectus"), relating to the securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust
(each, a "Trust Preferred Security" and collectively, the "Trust
Preferred Securities"), as proposed to be filed by the Company and
the Trust with the Securities and Exchange Commission on or about
October 10, 1997;
(d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, the trustees of the
Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust
(including Exhibits A, C and E thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated
October 10, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through
(e) above. In particular, we have not reviewed any document (other
than the documents listed in paragraphs (a) through (e) above) that
is referred to in or incorporated by reference into the documents
reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with
the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all
of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic
originals, (ii) the conformity with the originals of all documents
submitted to us as copies or forms, and (iii) the genuineness of
all signatures.
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For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate are in full force and effect
and have not been amended, (ii) except to the extent provided in
paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the
laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the
parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations
under such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Trust Preferred Security
is to be issued by the Trust (collectively, the "Trust Preferred
Security Holders") of a certificate for such Trust Preferred
Security in the form prescribed by the Trust Agreement and the
payment for the Trust Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration
Statement, and (vii) that the Trust Preferred Securities are issued
and sold to the Trust Preferred Security Holders in accordance with
the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations
relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are
currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have
considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business
Trust Act.
2. The Trust Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph 3 below,
fully paid and nonassessable undivided beneficial interests in the
assets of the Trust.
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3. The Trust Preferred Security Holders, as beneficial
owners of the Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private corporations
for profit organized under the General Corporation Law of the State
of Delaware. We note that the Trust Preferred Security Holders may
be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement. In addition, we hereby consent to the use of our name
under the heading "Validity" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within
the category of Persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon by, any
other Person for any purpose.
Very truly yours,
s/RICHARDS, LAYTON & FINGER
RICHARDS, LAYTON & FINGER
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