[LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]


                                                                     EXHIBIT 5.2


March 23, 2004

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

Re:      Pacific Gas and Electric Company
         Registration Statement (File No. 333-109994)

Ladies and Gentlemen:

With respect to the remaining $2,700,000,000 aggregate principal amount of
Senior Secured Bonds (the "Bonds") covered by the Registration Statement on Form
S-3, File No. 333-109994, filed by Pacific Gas and Electric Company (the
"Company") with the Securities and Exchange Commission (the "Commission") on
October 27, 2003, as amended by Amendment No. 1 thereto filed with the
Commission on March 2, 2004 (as amended, the "Registration Statement"), we have
examined the Registration Statement, the prospectus contained in the
Registration Statement (the "Prospectus"), and the Indenture of Mortgage (the
"Indenture") between the Company and BNY Western Trust Company, as trustee (the
"Trustee"), dated as of March 11, 2004, pursuant to which the Bonds may be
issued. The Indenture and this opinion letter are being filed with the
Commission with the Company's Current Report on Form 8-K dated March 23, 2004
(the "Current Report").

We also 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 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 delivered in
accordance with the Indenture and any supplement thereto; (b) any additional
regulatory approval that may be required from the California Public Utilities
Commission has been obtained by the Company; and (c) the Bonds have been issued
and sold as contemplated by the Registration Statement, the Prospectus and any
prospectus supplement relating thereto.



Pacific Gas and Electric Company
March 23, 2004
Page 2

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 a
Mortgage" in the Prospectus.

The opinion expressed herein is 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 letter as Exhibit 5.2 to the
Registration Statement which incorporates the Current Report by reference. 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