Exhibit 5-2
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M. Courtney McCormick Deputy General Counsel ____________ Donald S. Leibowitz Associate General Counsel Amanda Johnson Counsel ____________ Kimberly Adams Paralegal
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Office of the Deputy General Counsel Public Service Electric and Gas Company tel: 973.430.6305 fax: 973.642.5033
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May 12, 2015
Public Service Electric and Gas Company
80 Park Plaza
P.O. Box 570
Newark, NJ 07101-0570
Re: Public Service Electric and
Gas Company
Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished in connection with the issuance and sale by Public Service Electric and Gas Company, a New Jersey corporation (the “Company”), of $350,000,000 aggregate principal amount of its 3.00% Secured Medium-Term Notes, Series K, due 2025 (the “2025 Notes”) and $250,000,000 aggregate principal amount of its 4.05% Secured Medium-Term Notes, Series K, due 2045 (the “2045 Notes”) pursuant to: the Company’s Registration Statement on Form S-3, Registration No. 333-200353 (the “Registration Statement”), and the Prospectus constituting a part thereof, dated November 18, 2014, relating to the offering from time to time of certain debt securities of the Company pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”); the Prospectus Supplement, dated May 6, 2015, to the above-mentioned Prospectus relating to the Company’s Secured Medium-Term Notes, Series K, and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the Act; the Pricing Supplement dated May 6, 2015 relating to the 2025 Notes and the Pricing Supplement dated May 6, 2015 relating to the 2045 Notes, filed with the Commission pursuant to Rule 424 promulgated under the Act (the Prospectus dated November 18, 2014, the Prospectus Supplement dated May 6, 2015 relating to the Company’s Secured Medium-Term Notes, Series K and the Pricing Supplement dated May 6, 2015 relating to the 2025 Notes being hereinafter together referred to as the “2025 Prospectus”); the Prospectus dated November 18, 2014, the Prospectus Supplement dated May 6, 2015 relating to the Company’s Secured Medium-Term Notes, Series K, and the Pricing Supplement dated May 6, 2015 relating to the 2045 Notes being hereinafter together referred to as the “2045 Prospectus”); and the Indenture of Trust, dated as of July 1, 1993 (the “Indenture”), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Indenture Trustee”). The 2025 Notes and 2045 Notes, respectively, will be secured as to payment of the principal thereof (exclusive of any premium) and interest
thereon by $600,000,000 aggregate principal amount of the Company’s First and Refunding Mortgage Bonds, Medium-Term Notes, Series K (the “Mortgage Bonds”), issued under its Indenture, dated August 1, 1924 (the “Original Mortgage”), between the Company and U.S. Bank National Association (as successor to Fidelity Union Trust Company), as trustee (the “Mortgage Trustee”), as supplemented and amended by prior supplemental indentures, including the Supplemental Indenture dated May 1, 2015 (the “Supplemental Indenture”) (the Original Mortgage, as so supplemented and amended, is hereinafter referred to collectively as the “Mortgage”). The 2025 Notes and the 2045 Notes are to be issued in substantially the form filed as an exhibit to the Registration Statement (with maturities, interest rates and other terms of the 2025 Notes and the 2045 Notes appropriately filled in).
I, or others working under my direction, have examined the Registration Statement, the 2025 Prospectus, the 2045 Prospectus, the Indenture, the forms of the 2025 Notes and the 2045 Notes (with the maturities, interest rates and other terms filled in) and such other instruments, documents, and records which I deemed relevant and necessary for the basis of my opinion hereinafter 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, when the 2025 Notes and the 2045 Notes have been executed and issued by the Company and authenticated by the Trustee pursuant to the Indenture, and delivered against payment as contemplated in the applicable Pricing Supplement, the 2025 Notes and the 2045 Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.
With respect to enforcement, the above opinion is qualified to the extent that enforcement of the Indenture and the 2025 Notes and the 2045 Notes may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general equity principles. The foregoing opinion is given as of the date hereof and is limited to matters arising under the laws of the State of New Jersey as in effect on the date hereof. I hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of my name wherever it appears in the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required by Section 7 of the Act or the related rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ M. Courtney McCormick
M. Courtney McCormick
Deputy General Counsel
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