expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Underwriting Agreement, the Guarantee, certificates and all oral and written statements and other information of or from responsible representatives of the Offerors, their respective subsidiaries and others provided in connection with the Underwriting Agreement, the Guarantee, and the transactions contemplated thereby.
Based on the foregoing, and subject to the assumptions, qualifications, exclusions and other limitations contained in this letter, we are of the opinion that when the Trust Preference Securities have been issued and sold in the manner described in the Underwriting Agreement, and the Guarantee has been executed and delivered, the Guarantee will constitute the valid and binding obligation of Southern California Edison, enforceable against Southern California Edison in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.
The law covered by the opinion expressed above is limited to the laws of the State of California as in effect as of this date. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K, relating to the Trust Preference Securities, as filed by Southern California Edison with the Securities and Exchange Commission on or about May 13, 2024 and to the use of our name under the caption “Validity of the Securities and Guarantee” in the related Prospectus dated May 7, 2024. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ BAKER & MCKENZIE LLP