January 11, 2024
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: Offering of Southern California Edison Company’s
$500,000,000 4.875% First and Refunding Mortgage Bonds,
Series 2024A, Due 2027
$900,000,000 5.20% First and Refunding Mortgage Bonds,
Series 2024B, Due 2034
Ladies and Gentlemen:
I am Assistant General Counsel of Southern California Edison Company, a California corporation (“SCE”). You have requested my opinion in connection with the offering, issuance, and sale by SCE of $500,000,000 4.875% First and Refunding Mortgage Bonds, Series 2024A Due 2027 and $900,000,000 5.20% First and Refunding Mortgage Bonds, Series 2024B Due 2034 (the “Bonds”). The Bonds will be issued under the Trust Indenture dated as of October 1, 1923, executed by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, and Reginald Brewer, as successor trustee (the “Trustee”), as amended and supplemented by supplemental indentures, including the One-Hundred Fifty-Sixth Supplemental Indenture dated as of January 9, 2024 (that Trust Indenture, as so amended and supplemented, being referred to herein as the “Indenture”).
The Bonds are being offered to the public by the Prospectus Supplement dated January 8, 2024, to the Prospectus dated July 29, 2021 (together, the “Prospectus”), which is part of a Registration Statement on Form S-3, as amended (Registration No. 333-258266) (the “Registration Statement”), filed by SCE with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Bonds are being sold by the Company pursuant to the Underwriting Agreement dated January 8, 2024(the “Underwriting Agreement”), among the Company and the underwriters named therein.
In my capacity as Assistant General Counsel, I am generally familiar with the proceedings taken and proposed to be taken by SCE for the authorization and issuance of the Bonds. I, or attorneys acting under my supervision, have made legal and factual examinations and inquiries, including an examination of originals and copies certified or otherwise