Exhibit 5.2












              OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP,
           RELATING TO THE LEGALITY OF THE TRUST PREFERRED SECURITIES






                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                FOUR TIMES SQUARE
                            NEW YORK, NEW YORK 10036
                                 (212) 735-3000


                                           February 15, 2002


Puget Sound Energy Capital Trust III
411 - 108 th Avenue N.E.
Bellevue, Washington 98004

             Re: Trust Preferred Securities of
                 Puget Sound Energy Capital Trust III
                 ------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Puget Sound Energy Capital Trust III
(the "Trust"), a business trust created under the Business Trust Act of the
State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C.
ss.ss.3801 et. seq.) (the "Delaware Trust Act"), in connection with the
preparation of the Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
with respect to the registration under the Securities Act of 1933, as amended,
of trust preferred securities (the "Securities") of the Company to be offered
from time to time as described in the form of the prospectus (the "Prospectus")
included as part of the Registration Statement. Capitalized terms used and not
defined herein have the meanings given to such terms in the Prospectus.

     We are familiar with the proceedings taken and proposed to be taken by the
Trust in connection with the proposed authorization, issuance and sale of the
Securities. In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Trust of the
Trust, as filed with the Secretary of State of the State of Delaware, the form
of Amended and Restated Declaration of Trust of the Trust (the "Declaration of
Trust") and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth herein.


Puget Sound Energy Capital Trust III
February 15, 2002
Page 2

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents, we have assumed that the parties thereto had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts material to
the opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of trustees and
other representatives of the Trust and others.

         The opinion expressed below is based on the following assumptions:

         (a)      the Registration Statement will become effective;


         (b)      the proposed transactions will have been consummated as
                  contemplated in the Registration Statement;


         (c)      prior to the issuance of any Securities:


                  (i)      the Declaration of Trust will have been duly
                           authorized, executed and delivered by the appropriate
                           parties;


                  (ii)     the terms of the Securities and their issue and sale
                           will have been duly established in accordance with
                           the terms of the Declaration of Trust; and


                  (iii)    the underwriting agreement between the Trust and the
                           underwriters of the Securities (the "Underwriting
                           Agreement") will have been duly authorized, executed
                           and delivered; and


Puget Sound Energy Capital Trust III
February 15, 2002
Page 3

        (d)      the Declaration of Trust will be qualified in accordance with
                 the provisions of the Trust Indenture Act of 1939, as amended.


        Members of our firm are admitted to practice in the State of Delaware,
and we do not express any opinion as to the laws of any other jurisdiction other
than the federal laws of the United States.

        In rendering the opinion set forth herein, we have assumed that the
execution and delivery of the Declaration of Trust by the parties thereto and
the execution, issuance and delivery Securities by the Trust do not and will not
violate, conflict with or constitute a default under (i) any agreement or
instrument to which the Trust or its properties is subject; (ii) any law, rule
or regulation to which the Issuer is subject, except that we do not make such
assumption with respect to those laws, rules and regulations of the State of
Delaware and the United States of America which, in our experience, are normally
applicable to transactions of the type contemplated by the Declaration of Trust
and the Securities, but without our having made any special investigation
concerning any other laws, rules or regulations ("Applicable Laws"); and (iii)
any judicial or regulatory order or decree of any governmental authority.

        Based on and subject to the foregoing, we are of the opinion that, when
properly executed and authenticated in accordance with the Declaration of Trust
and delivered against payment of the purchase price provided for in the
Underwriting Agreement, and upon satisfaction of all other conditions contained
in the Declaration of Trust and the Underwriting Agreement, the Securities will
represent fully paid and nonassessable undivided beneficial interests in the
assets of the Trust and will entitle the holders thereof to the benefits of the
Declaration of Trust, except to the extent that enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally,
and (ii) general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity), and except to the extent that
any rights to indemnity and contribution contained therein may be limited by
state or federal securities laws or the public policy underlying such laws. We
bring to your attention, however, that the holders of the Securities may be
obligated, pursuant to the Declaration of Trust, to (i) provide indemnity in
connection with, and pay taxes


Puget Sound Energy Capital Trust III
February 15, 2002
Page 4

or governmental charges arising from, transfers of the Securities and (ii)
provide security and indemnity in connection with the requests of or directions
to the property trustee to exercise its rights and powers under the Declaration
of Trust.

        We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to this firm under the heading
"Various Legal Matters Relating to the Securities" in the Prospectus included in
the Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.

                                                     Very truly yours,


                                                     /s/ Skadden, Arps, Slate,
                                                     Meagher & Flom LLP