Exhibit 5          

November 7, 2001



PG&E Corporation
One Market, Spear Tower
Suite 2400

San Francisco, CA 94105

Re: PG&E Corporation - Registration Statement on Form S-8
       Relating to the PG&E Corporation Long-Term Incentive Program

Ladies and Gentlemen:

At your request, I, Chief Counsel, Corporate for PG&E Corporation, a California corporation (the "Company"), am rendering this opinion in connection with the proposed issuance of 15,000,000 shares of the Company's common stock (the "Shares") pursuant to the PG&E Corporation Long-Term Incentive Program (the "Program").

I, or other members of PG&E Corporation's Law Department acting under my direction and under my supervision, have examined instruments, documents, and records which I deemed relevant and necessary for the basis of my opinion herein after expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.

Based on such examination, I am of the opinion that the Shares, when issued in accordance with the provisions of the Program, will be legally issued, fully paid and nonassessable.

I express no opinion as to matters of law in jurisdiction other than the State of California and federal law of the United States.

I hereby consent to the filing of this opinion as to an exhibit to this Registration Statement and to the use of my name wherever it appears in said Registration Statement. In giving such consent, I do not consider that I am an "expert" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

GARY P. ENCINAS

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