Exhibit 5

                                          August 23, 2002

Gentlemen:

      In connection with the proposed issuance and sale by Public Service
Electric and Gas Company ("Company") of not more than $1,000,000,000 principal
amount of its First and Refunding Mortgage Bonds ("Bonds") and/or Secured
Medium-Term Notes ("Notes"), in one or more series, (individually and
collectively, "Securities"), such Bonds to be issued under its First and
Refunding Mortgage, dated August 1, 1924, made to Fidelity Union Trust Company
(now known as Wachovia Bank, National Association), Trustee ("Mortgage
Trustee"), as supplemented and amended by the supplemental indentures thereto
that have not heretofore been canceled, and as to be further supplemented by a
separate supplemental indenture thereto for each series of the Bonds to be dated
the first day of the month in which such series of Bonds is issued
("Supplemental Indenture") (said First and Refunding Mortgage as so supplemented
and amended and to be supplemented being hereinafter called the "Mortgage" and
such Notes to be issued under its Indenture of Trust dated as of July 1, 1993
made to The Chase Manhattan Bank, National Association (now known as JPMorgan
Chase Bank), Trustee ("MTN Trustee") providing for Secured Medium-Term Notes
("MTN Indenture"), I have examined and considered the following:

      (1)   the Petition, including exhibits and supplements thereto, relating
            to the Securities, as filed by the Company with the Board of Public
            Utilities of the State of New Jersey ("BPU");

      (2)   the Registration Statement, including the Prospectus and Exhibits,
            relating to the Securities, with which this opinion is being filed;
            and

      (3)   the Mortgage and the MTN Indenture, including the forms of the
            Securities, the form of Supplemental Indenture and/or the form of
            bid ("Bid") with the purchase agreement ("Purchase Agreement")
            attached for the sale of the Bonds and/or the form of the
            distribution agreement ("Distribution Agreement") for the sale of
            the Notes, filed as Exhibits to such Registration Statement.

      As General Corporate Counsel of the Company, I am familiar with the
Mortgage, the MTN Indenture and with the corporate organization and by-laws of
the Company and



the statutes and decisions applicable thereto and to the issuance by the Company
of its securities.

      On the basis of the foregoing, and of my examination and consideration of
such other legal and factual matters as I have deemed appropriate, I am of the
following opinion:

      (1)   the Company is a corporation duly incorporated and validly existing
            under the laws of the State of New Jersey;

      (2)   the Company, being a public utility company, is subject to the
            jurisdiction of the BPU, and the execution of a Supplemental
            Indenture and the issuance and sale of the Securities by the Company
            require the authorization of the BPU; and

      (3)   Upon (a) the Registration Statement registering the Securities under
            the Securities Act of 1933 becoming effective; (b) the qualification
            of the Mortgage or the MTN Indenture under the Trust Indenture Act
            of 1939 as the case may be; (c) the authorization by the BPU of the
            execution and delivery of the Supplemental Indenture and the
            issuance and sale of the Bonds or the Notes; (d) the adoption of
            appropriate corporate resolutions relating to: (1) in the case of
            Bonds, the execution and delivery of the Supplemental Indenture and
            to the acceptance of the Bid thereby evidencing the effectiveness of
            the Purchase Agreement; or (2) in the case of the Notes, the
            approval of the Distribution Agreement; and (3) with respect to each
            series of Securities, the authorization, execution, authentication,
            issuance, sale and delivery thereof; (e) the acceptance of such Bid
            or the execution of such Distribution Agreement as the case may be;
            (f) the execution and delivery of such Supplemental Indenture in the
            case of the Bonds; (g) the execution of the Securities of such
            series by the Company and the authentication thereof by the
            respective trustee; and (h) the delivery of the Securities of such
            series by the Company and the receipt by the Company of payment
            therefore in accordance with the authorization of the BPU and the
            provisions of such Purchase Agreement and/or Distribution Agreement;

the Securities of such series will be legally issued and will be binding
obligations of the Company, subject to applicable bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or other similar laws relating to or affecting the
enforcement of creditors' rights generally and (ii) general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law).

      This opinion does not cover the necessity of filings under the provisions
of securities laws of any state in which the Securities may be sold.


      I hereby consent to the use of this opinion as Exhibit 5 to the
above-mentioned Registration Statement relating to the Securities, and to the
reference to me under the heading "EXPERTS" in the Prospectus filed as part of
said Registration Statement.

                                      Very truly yours,

                                      /s/ James T. Foran
                                      -------------------------
                                      James T. Foran
                                      General Corporate Counsel