EXHIBIT 5.1

                 [ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]


March 2, 2004


Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA  94177


Re:   Pacific Gas and Electric Company
      Registration Statement on Form S-3

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3, File No. 333-109994, as
amended by Amendment No. 1 thereto (as amended, the "Registration Statement"),
in the form being filed by Pacific Gas and Electric Company (the "Company") with
the Securities and Exchange Commission, relating to the offering of up to
$9,400,000,000 of Senior Secured Bonds securities (the "Bonds") to be issued and
sold by the Company. The Bonds will be issued pursuant to an Indenture of
Mortgage (as amended or supplemented from time to time, the "Indenture") between
the Company and BNY Western Trust Company, as trustee (the "Trustee"), the form
of which is being filed as an exhibit to the Registration Statement. The
offering of the Bonds will be as set forth in the prospectus contained in the
Registration Statement (the "Prospectus"), as supplemented by one or more
supplements to the Prospectus.

We have examined the originals, or copies identified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
officers of the Company and other persons, and such other documents, agreements
and instruments as we have deemed relevant and necessary for the basis of the
opinions hereinafter expressed. In such examination, we 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 us
as copies; and (c) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents, instruments
and certificates we have reviewed.

Based on and subject to the foregoing, we are of the opinion that the Bonds will
be legal and binding obligations of the Company at such time as: (a) the
Indenture in substantially the form filed as an exhibit with the Registration
Statement has been duly authorized, executed, and delivered by the Company and
the Trustee; (b) the forms and the terms of the Bonds have been approved by
appropriate action of the Company, and the Bonds have been duly executed,
authenticated and

Pacific Gas and Electric Company
March 2, 2004
Page 2


delivered in accordance with the Indenture; (c) the Registration Statement has
become effective under the Securities Act of 1933, as amended, and the Indenture
has been qualified under the Trust Indenture Act of 1939, as amended; and (e)
the Bonds have been issued and sold as contemplated by the Registration
Statement, the Prospectus and any prospectus supplement relating thereto.

The opinion set forth above is subject to (a) bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting creditors' rights generally (including, without limitation, all laws
relating to fraudulent transfers or conveyances, preferences and equitable
subordination); (b) 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 enforcement is considered in a proceeding in equity or at law); and
(c) the matters relating to remedies available to the Trustee as mortgagee under
California law and the possible need for regulatory approvals for any sale or
other disposition upon foreclosure under the Indenture discussed under the
caption "Description of the Senior Secured Bonds -- Certain Aspects of the
Mortgage" in the Prospectus.

The opinions expressed herein are limited to the laws of the State of California
and the federal laws of the United States of America.

We hereby consent to the reference to our firm under the heading "Legal Matters"
in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. By giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 and the rules and regulations promulgated thereunder.

Very truly yours,


/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP