Exhibit 5.1
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| | Norton Rose Fulbright US LLP 555 California Street, Suite 3300 |
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April 7, 2023
Southern California Edison Company
SCE Recovery Funding LLC
Re: | SCE Recovery Funding LLC |
Ladies and Gentlemen:
We have acted as special counsel to Southern California Edison Company, a California corporation (“SCE”) and SCE Recovery Funding LLC, a Delaware limited liability company (the “Company”), in connection with the issuance and registration of $775,419,000 of the Company’s Senior Secured Recovery Bonds, Series 2023-A (the “Recovery Bonds”). In connection therewith, reference is made to the Registration Statement filed on Form SF-1 (Registration Nos. 333-270543 and 333-270543-01) filed on March 15, 2023 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Recovery Bonds are to be issued under an Indenture (the “Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”).
In connection with this opinion letter, we have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined such certificates, documents and records and have made such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. We have examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and other instruments, and examined such questions of law and satisfied ourselves to such matters of fact as we deemed relevant or necessary as a basis for this letter. In rendering the opinions expressed in this letter, 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 and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts material to the opinions expressed herein, we have relied, without independent verification, upon certificates and oral or written statements and representations of public officials and officers and other representatives of the Company and others.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware.
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