As filed with the Securities and Exchange Commission on November 13, 2001
Registration Nos. 333-70640, 333-70640-01, 333-70640-02, 333-70640-03
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Sempra Energy California 33-0732627
Sempra Energy Global
Enterprises California 33-0783483
Sempra Energy Capital Trust II Delaware 52-6988598
Sempra Energy Capital Trust III Delaware 52-6988599
(Exact name of registrant (State or other jurisdiction (I.R.S. Employer
as specified in its charter) of incorporation or Identification)
organization)
----------------
101 Ash Street
San Diego, California 92101
(619) 696-2000
(Name, address, including zip code, and telephone number,
including area code, of each registrant's principal executive offices)
----------------
Copies to:
John R. Light, Esq.
Executive Vice President and General Counsel
101 Ash Street
San Diego, California 92101
(619) 696-2034
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Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration for the same offering. [_]
If this Form is a post-effective amended filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed maximum
aggregate Amount of
Title of each class of securities Amount to be offering Registration
to be registered registered(1)(2)(3) price(3)(4) Fee
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Debt securities, common
stock, without par value,
and preferred stock,
without par value, warrants
to purchase debt
securities, common stock or
preferred stock, securities
purchase contracts,
securities purchase units
and depositary shares of
Sempra Energy.............
Class A junior participant
preferred stock purchase
rights, without par value,
of Sempra Energy(5).......
Debt securities and warrants
to purchase debt securities
of Sempra Energy Global
Enterprises(6)............
Guarantees of debt
securities of Sempra Energy
Global Enterprises by
Sempra Energy.............
Trust preferred securities
of Sempra Energy Capital
Trust II and Sempra Energy
Capital Trust III(7)......
Guarantees of trust
preferred securities of the
Trusts by Sempra
Energy(7).................
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Total................... $2,000,000,000 $2,000,000,000 $500,000(8)
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(1) An indeterminate principal amount or number of debt securities, common
stock, preferred stock, guarantees, warrants to purchase common stock,
preferred stock and debt securities, stock purchase contracts, stock
purchase units and depositary shares as may be issued in the event Sempra
Energy elects to offer fractional interests in preferred stock and such
indeterminate principal amounts or number of debt securities, common stock
or preferred stock as may be issued upon conversion of, or in exchange for,
or upon exercise of, or pursuant to, warrants, or convertible or
exchangeable debt securities, stock purchase contracts or stock purchase
units or preferred stock that provides for exercise or conversion into or
purchase of such securities of Sempra Energy and an indeterminate principal
amount of debt securities and warrants to purchase debt securities of
Sempra Energy Global Enterprises and an indeterminate number of trust
preferred securities of the Sempra Energy Capital Trust II and Sempra
Energy Capital Trust III as may from time to time be issued at
indeterminate prices, with an aggregate offering price not to exceed
$2,000,000,000. Debt securities may be issued and sold to the Trusts, in
which event the debt securities may later be distributed to the holders of
trust preferred securities.
(2) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate initial
offering price for all securities of $2,000,000,000.
(3) This amount represents the principal amount of any debt securities issued
at their stated principal amount, the issue price of any debt securities
issued at a discount form the stated principal amount, the issue price of
any preferred stock, warrants to purchase common stock, preferred stock and
debt securities, stock purchase contracts, stock purchase units, depositary
shares and trust preferred securities and the amount computed pursuant to
Rule 457(c) for any common stock.
(4) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933. Rule 457(o) permits the registration fee
to be calculated on the basis of the maximum offering price of all the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the proposed maximum
offering price per unit or the proposed maximum aggregate offering price.
(5) The rights are initially carried and traded with the common stock. The
value attributable to the rights, if any, is reflected in the value of the
common stock.
(6) Also includes an indeterminate number of securities that may be issued upon
exercise, conversion or exchange of or purchase pursuant to any securities
registered hereunder that provide for conversion or exchange.
(7) Includes the rights of holders of the trust preferred securities under the
guarantees of trust preferred securities and back-up undertakings,
consisting of obligations by Sempra Energy, as set forth in the declaration
of trust, the applicable indenture and any supplemental indenture thereto,
in each case, as further described in the registration statement. No
separate consideration will be received for any guarantees or any back-up.
(8) The Company has previously paid a registration fee of $500,000 with the
initial filing of this registration statement on October 1, 2001.
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EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-3 (File Nos. 333-
70640, 333-70640-01, 333-70640-02 and 333-70640-03) of Sempra Energy, Sempra
Energy Global Enterprises, Sempra Energy Capital Trust II and Sempra Energy
Capital Trust III is filed solely for the purpose of filing with the Commission
copies of certain exhibits listed in Item 16 of Part II hereof and to make
corresponding changes to Item 16.
The registrants may hereby amend this registration statement on such date or
dates as maybe necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities Exchange Commission, acting pursuant
to said Section 8(2), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer of +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2001
PRELIMINARY PROSPECTUS
$2,000,000,000
SEMPRA ENERGY
Debt Securities, Common Stock, Preferred Stock, Guarantees, Warrants to
Purchase Debt
Securities, Common Stock and Preferred Stock, Securities Purchase Contracts,
Securities
Purchase Units and Depositary Shares
SEMPRA ENERGY GLOBAL ENTERPRISES
Debt Securities Guaranteed by Sempra Energy and Warrants to Purchase Debt
Securities
SEMPRA ENERGY CAPITAL TRUST II
SEMPRA ENERGY CAPITAL TRUST III
Trust Preferred Securities Guaranteed by Sempra Energy
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We may offer and sell the securities from time to time in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer.
Each time we sell securities we will provide a supplement to this prospectus
that contains specific information about the offering and the terms of the
securities. The supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus and the
accompanying prospectus supplement before you invest in any of our securities.
Sempra Energy
Sempra Energy may offer and sell the following securities:
. debt securities
. common stock
. preferred stock
. guarantees of debt securities and trust preferred securities
. warrants to purchase debt securities, common stock and preferred stock
. securities purchase contracts and securities purchase units
. depositary shares
Sempra Energy Global Enterprises
Sempra Energy Global Enterprises may offer and sell debt securities
guaranteed by Sempra Energy and warrants to purchase debt securities.
The Sempra Energy Trusts
Sempra Energy Capital Trust II and Sempra Energy Capital Trust III may offer
and sell trust preferred securities guaranteed by Sempra Energy.
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2001.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee.............. $ 500,000
Printing expenses................................................ 150,000
Trustee fees and expenses........................................ 75,000
Legal fees and expenses.......................................... 100,000
Accounting fees and expenses..................................... 250,000
Blue Sky fees and expenses....................................... 50,000
Rating Agency fees............................................... 250,000
Miscellaneous.................................................... 75,000
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Total.......................................................... $1,450,000
==========
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All of the above except the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Officers and Directors.
Section 317 of the Corporations Code of the State of California permits a
corporation to provide indemnification to its directors and officers under
certain circumstances. The Sempra Energy Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws eliminate the liability of
directors for monetary damages to the fullest extent permissible under
California law and provide that indemnification for liability for monetary
damages incurred by directors, officers and other agents of Sempra Energy shall
be allowed, subject to certain limitations, in excess of the indemnification
otherwise permissible under California law. In addition, Sempra Energy and
Sempra Energy Global Enterprises have indemnification agreements with each of
their officers and directors that provide for indemnification for monetary
damages to the fullest extent permissible under California law. Sempra Energy
and Sempra Energy Global Enterprises maintain liability insurance and are also
insured against loss for which they may be required or permitted by law to
indemnify their directors and officers for their related acts.
The directors and officers of Sempra Energy and Sempra Energy Global
Enterprises are covered by insurance policies indemnifying them against certain
liabilities, including certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities and against which they
cannot be indemnified by Sempra Energy or Sempra Energy Global Enterprises.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
1.1 Underwriting Agreement (Preferred Securities--Sempra Energy Capital Trust
II and Sempra Energy Capital Trust III).*
1.2 Underwriting Agreement (Debt Securities--Sempra Energy).*
1.3 Underwriting Agreement (Debt Securities--Sempra Energy Global
Enterprises).*
1.4 Underwriting Agreement (Equity Securities--Sempra Energy).*
3.1 Amended and Restated Articles of Incorporation of Sempra Energy
(Incorporated by reference from the Registration Statement on Form S-3
File No. 333-51309 dated April 29, 1998 (Exhibit 3.1)).
II-1
3.2 Amended and Restated Bylaws of Sempra Energy effective May 26, 1998
(Incorporated by reference from the Registration Statement on Form S-8
File No. 333-56161 dated June 5, 1998 (Exhibit 3.2)).
3.3 Articles of Incorporation of Sempra Energy Global Enterprises
(Incorporated by reference from the Registration Statement on Form S-3
File No. 333-52192 dated January 8, 2001 (Exhibit 3.3)).
3.4 Bylaws of Sempra Energy Global Enterprises (Incorporated by reference
from the Registration Statement on Form S-3 File No. 333-52192 dated
January 8, 2001 (Exhibit 3.4)).
3.5 Certificate of Trust of Sempra Energy Capital Trust II (Incorporated by
reference from the Registration Statement on Form S-3 File No. 333-
52192 dated January 8, 2001 (Exhibit 3.5)).
3.6 Certificate of Trust of Sempra Energy Capital Trust III (Incorporated
by reference from the Registration Statement on Form S-3 File No. 333-
52192 dated January 8, 2001 (Exhibit 3.6)).
4.1 Indenture for Senior Debt Securities (Sempra Energy) (Incorporated by
reference from the Current Report on Form 8-K filed February 22, 2000
(Exhibit 4.1)).
4.2 Indenture for Subordinated Debt Securities (Sempra Energy)
(Incorporated by reference from the Current Report on Form 8-K filed
February 18, 2000 (Exhibit 4.1)).
4.3 Indenture for Senior Debt Securities (Sempra Energy Global Enterprises)
(Incorporated by reference from the Registration Statement on Form S-3
File No. 52912 dated January 8, 2001 (Exhibit 4.3)).
4.4 Form of Senior Note--Sempra Energy (included in Exhibit 4.1).
4.5 Form of Subordinated Note--Sempra Energy (included in Exhibit 4.2).
4.6 Form of Senior Note--Sempra Energy Global Enterprises (included in
Exhibit 4.3).
4.7 Form of Trust Preferred Security (included in Exhibit 4.12).***
4.8 Form of Trust Preferred Security Guarantee--Sempra Energy Capital Trust
II.***
4.9 Form of Trust Preferred Security Guarantee--Sempra Energy Capital Trust
III.***
4.10 Declaration of Trust of Sempra Energy Capital Trust II.***
4.11 Declaration of Trust of Sempra Energy Capital Trust III.***
4.12 Form of Amended and Restated Declaration of Trust for each of Sempra
Energy Capital Trust II and Sempra Energy Capital Trust III.***
4.13 Rights Agreement dated May 26, 1998 between Sempra Energy and First
Chicago Trust Company of New York, as rights agent (Incorporated by
reference from the Registration Statement on Form 8-A File No. 001-
14201 filed June 5, 1998 (Exhibit 1)).
4.14 Form of Warrant Agreement--Sempra Energy.*
4.15 Form of Warrant Certificate--Sempra Energy (included in Exhibit 4.14).*
4.15 Form of Deposit Agreement--Sempra Energy.*
4.16 Form of Depositary Receipt--Sempra Energy (included in Exhibit 4.15).*
4.17 Form of Purchase Contract.*
4.18 Form of Purchase Unit.*
5.1 Opinion of Gary W. Kyle, Esq.**
5.2 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust II.***
5.3 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust III.***
5.4 Opinion of Latham & Watkins.**
II-2
12.1 Statement regarding the computation of ratio of earnings to combined
fixed charges and preferred stock dividends for the years ended December
31, 2000, 1999, 1998, 1997 and 1996 and six-month periods ended June 30,
2000 and June 30, 2001.***
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).**
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and
5.3).***
23.3 Consent of Independent Auditors (Deloitte & Touche LLP).***
23.4 Consent of Latham & Watkins (included in Exhibit 5.4).**
24.1 Powers of Attorney (included on pages II-6, 8, 9 and 10).
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust Company, as Trustee under the
Indenture (Senior Debt Securities--Sempra Energy).***
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Indenture (Subordinated Debt Securities--Sempra Energy).***
25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust Company, as Trustee under the
Indenture (Senior Debt Securities--Sempra Energy Global Enterprises).***
25.4 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee-- Sempra
Energy Capital Trust II.***
25.5 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee-- Sempra
Energy Capital Trust III.***
25.6 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Preferred Securities
Guarantee Trustee-- Sempra Energy Capital Trust II.***
25.7 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Preferred Securities
Guarantee Trustee-- Sempra Energy Capital Trust III.***
25.8 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Debt Securities Guarantee
Trustee-- Sempra Energy Global Enterprises.***
- --------
* To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended and incorporated herein by
reference.
** Filed herewith.
*** Previously filed.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective dated of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or
II-3
in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrants pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Sempra Energy's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustees to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, such registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, and State of
California, on the 13th day of November, 2001.
Sempra Energy
/s/ Stephen L. Baum
By: _________________________________
Stephen L. Baum
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities indicated on the 13th day of November, 2001.
Signature Title
--------- -----
/s/ Stephen L. Baum Principal Executive Officer;
______________________________________ Chairman, Chief Executive Officer,
President and Director
Stephen L. Baum
* Principal Financial Officer;
______________________________________ Executive Vice President
Neal E. Schmale and Chief Financial Officer
* Principal Accounting Officer;
______________________________________ Senior Vice President and
Frank H. Ault Controller
* Director
______________________________________
Hyla H. Bertea
* Director
______________________________________
Herbert L. Carter
II-5
Signature Title
--------- -----
* Director
______________________________________
Richard A. Collato
* Director
______________________________________
Daniel W. Derbes
* Director
______________________________________
Wilford D. Godbold, Jr.
* Director
______________________________________
William D. Jones
* Director
______________________________________
Ralph R. Ocampo
* Director
______________________________________
William G. Ouchi
* Director
______________________________________
Thomas C. Stickel
* Director
______________________________________
Diana L. Walker
/s/ Stephen L. Baum
*By: _________________________________
Stephen L. Baum
Attorney-In-Fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy Global Enterprises certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 13th day of November, 2001.
Sempra Energy Global Enterprises
*
By: _________________________________
Donald E. Felsinger
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities indicated on the 13th day of November,
2001.
Signature Title
--------- -----
* President and Director
______________________________________
Donald E. Felsinger
* Director
______________________________________
John R. Light
* Director
______________________________________
Neal E. Schmale
* Principal Accounting
______________________________________ Officer; Senior Vice
Frank H. Ault President and Controller
* Principal Financial
______________________________________ Officer; Vice President
Charles A. McMonagle and Treasurer
/s/ Stephen L. Baum
*By: _________________________________
Stephen L. Baum
Attorney-In-Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy Capital Trust II certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 13th day of November, 2001.
Sempra Energy Capital Trust II
*
By: _________________________________
Neal E. Schmale
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities indicated on the 13th day of November,
2001.
Signature Title
--------- -----
* Regular Trustee
______________________________________
Neal E. Schmale
* Regular Trustee
______________________________________
Frank H. Ault
* Regular Trustee
______________________________________
Charles A. McMonagle
/s/ Stephen L. Baum
*By: _________________________________
Stephen L. Baum
Attorney-In-Fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Sempra Energy Capital Trust III certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 13th day of November, 2001.
Sempra Energy Capital Trust III
*
By: _________________________________
Neal E. Schmale
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities indicated on the 13th day of November,
2001.
Signature Title
--------- -----
* Regular Trustee
______________________________________
Neal E. Schmale
* Regular Trustee
______________________________________
Frank H. Ault
* Regular Trustee
______________________________________
Charles A. McMonagle
/s/ Stephen L. Baum
*By: _________________________________
Stephen L. Baum
Attorney-In-Fact
II-9
SEMPRA ENERGY
SEMPRA ENERGY GLOBAL ENTERPRISES
SEMPRA ENERGY CAPITAL TRUST II
SEMPRA ENERGY CAPITAL TRUST III
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
Exhibit
No. Description
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1.1 Underwriting Agreement (Preferred Securities--Sempra Energy Capital
Trust II and Sempra Energy Capital Trust III).*
1.2 Underwriting Agreement (Debt Securities--Sempra Energy).*
1.3 Underwriting Agreement (Debt Securities--Sempra Energy Global
Enterprises).*
1.4 Underwriting Agreement (Equity Securities--Sempra Energy).*
3.1 Amended and Restated Articles of Incorporation of Sempra Energy
(Incorporated by reference from the Registration Statement on Form S-3
File No. 333-51309 dated April 29, 1998 (Exhibit 3.1)).
3.2 Amended and Restated Bylaws of Sempra Energy effective May 26, 1998
(Incorporated by reference from the Registration Statement on Form S-8
File No. 333-56161 dated June 5, 1998 (Exhibit 3.2)).
3.3 Articles of Incorporation of Sempra Energy Global Enterprises
(Incorporated by reference from the Registration Statement on Form S-3
File No. 333-52192 dated January 8, 2001 (Exhibit 3.3)).
3.4 Bylaws of Sempra Energy Global Enterprises (Incorporated by reference
from the Registration Statement on Form S-3 File No. 333-52192 dated
January 8, 2001 (Exhibit 3.4)).
3.5 Certificate of Trust of Sempra Energy Capital Trust II (Incorporated
by reference from the Registration Statement on Form S-3 File No. 333-
52192 dated January 8, 2001 (Exhibit 3.5)).
3.6 Certificate of Trust of Sempra Energy Capital Trust III (Incorporated
by reference from the Registration Statement on Form S-3 File No. 333-
52192 dated January 8, 2001 (Exhibit 3.6)).
4.1 Indenture for Senior Debt Securities (Sempra Energy) (Incorporated by
reference from the Current Report on Form 8-K filed February 22, 2000
(Exhibit 4.1)).
4.2 Indenture for Subordinated Debt Securities (Sempra Energy)
(Incorporated by reference from the Current Report on Form 8-K filed
February 18, 2000 (Exhibit 4.1)).
4.3 Indenture for Senior Debt Securities (Sempra Energy Global
Enterprises) (Incorporated by reference from the Registration
Statement on Form S-3 File No. 52912 dated January 8, 2001 (Exhibit
4.3)).
4.4 Form of Senior Note--Sempra Energy (included in Exhibit 4.1).
4.5 Form of Subordinated Note--Sempra Energy (included in Exhibit 4.2).
4.6 Form of Senior Note--Sempra Energy Global Enterprises (included in
Exhibit 4.3).
4.7 Form of Trust Preferred Security (included in Exhibit 4.12).***
4.8 Form of Trust Preferred Security Guarantee--Sempra Energy Capital
Trust II.***
4.9 Form of Trust Preferred Security Guarantee--Sempra Energy Capital
Trust III.***
4.10 Declaration of Trust of Sempra Energy Capital Trust II.***
Exhibit
No. Description
------- -----------
4.11 Declaration of Trust of Sempra Energy Capital Trust III.***
4.12 Form of Amended and Restated Declaration of Trust for each of Sempra
Energy Capital Trust II and Sempra Energy Capital Trust III.***
4.13 Rights Agreement dated May 26, 1998 between Sempra Energy and First
Chicago Trust Company of New York, as rights agent (Incorporated by
reference from the Registration Statement on Form 8-A File No. 001-
14201 filed June 5, 1998 (Exhibit 1)).
4.14 Form of Warrant Agreement--Sempra Energy.*
4.15 Form of Warrant Certificate--Sempra Energy (included in Exhibit
4.14).*
4.15 Form of Deposit Agreement--Sempra Energy.*
4.16 Form of Depositary Receipt--Sempra Energy (included in Exhibit 4.15).*
4.17 Form of Purchase Contract. *
4.18 Form of Purchase Unit.*
5.1 Opinion of Gary W. Kyle, Esq.**
5.2 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust II.***
5.3 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust III.***
5.4 Opinion of Latham & Watkins.**
12.1 Statement regarding the computation of ratio of earnings to combined
fixed charges and preferred stock dividends for the years ended
December 31, 2000, 1999, 1998, 1997 and 1996 and six-month periods
ended June 30, 2000 and June 30, 2001.***
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).**
23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2
and 5.3).***
23.3 Consent of Independent Auditors (Deloitte & Touche LLP).***
23.4 Consent of Latham & Watkins (included in Exhibit 5.4).**
24.1 Powers of Attorney (included on pages II-6, 8, 9 and 10).
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust Company, as Trustee under the
Indenture (Senior Debt Securities--Sempra Energy).***
25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Indenture (Subordinated Debt Securities--Sempra Energy).***
25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust Company, as Trustee under the
Indenture (Senior Debt Securities--Sempra Energy Global
Enterprises).***
25.4 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee--Sempra
Energy Capital Trust II.***
25.5 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee--Sempra
Energy Capital Trust III.***
25.6 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Preferred Securities
Guarantee Trustee--Sempra Energy Capital Trust II.***
25.7 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Preferred Securities
Guarantee Trustee--Sempra Energy Capital Trust III.***
25.8 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Debt Securities Guarantee
Trustee--Sempra Energy Global Enterprises.***
- --------
* To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended and incorporated herein by
reference.
**Filed herewith.
*** Previously filed.
EXHIBIT 5.1
[LETTERHEAD OF GARY W. KYLE, ESQ.]
November 13, 2001
Sempra Energy
101 Ash Street
San Diego, CA 92101
Re: Registration Statement on Form S-3 of Sempra Energy, Sempra
Energy Global Enterprises, Inc., Sempra Energy Capital Trust II
and Sempra Energy Capital Trust III
----------------------------------------------------------------
Ladies and Gentlemen:
I am the Chief Corporate Counsel of Sempra Energy, a California
corporation. In connection with the registration statement on Form S-3 filed on
October 1, 2001 (the "Registration Statement") by Sempra Energy, a California
corporation, Sempra Energy Global Enterprises, a California corporation, Sempra
Energy Capital Trust II, a Delaware trust, and Sempra Energy Capital Trust III,
a Delaware trust (collectively, the "Registrants"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, you have
requested my opinion with respect to the matters set forth below.
I have reviewed the prospectus (the "Prospectus") which is a part of the
Registration Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus as supplemented by various Prospectus Supplements
will provide for the registration of up to $2,000,000,000 aggregate offering
price of (i) one or more series of unsecured senior or subordinated debt
securities (the "Debt Securities") which may be issued by Sempra Energy or
Sempra Energy Global Enterprises, (ii) shares of common stock, without par
value, which may be issued by Sempra Energy (the "Common Stock"), (iii) shares
of preferred stock, without par value, which may be issued by Sempra Energy (the
"Preferred Stock"), (iv) trust preferred securities (the "Trust Preferred
Securities") which may be issued by each of Sempra Energy Capital Trust II and
Sempra Energy Capital Trust III (each, a "Trust") pursuant to their respective
Amended and Restated Declaration of Trust (each an "Amended Declaration"), (v)
warrants to purchase Debt Securities, which may be issued by Sempra Energy or
Sempra Energy Global Enterprises, or warrants to purchase Preferred Stock or
Common Stock, which may be issued by Sempra Energy (the "Warrants"), (vi)
securities purchase contracts which may be issued by Sempra Energy to purchase
Common Stock, Preferred Stock or Debt Securities of Sempra Energy (the
"Securities Purchase Contracts"), (vii) securities purchase units which may be
issued by Sempra Energy to purchase Common Stock, Preferred Stock or Debt
Securities of Sempra Energy (the "Securities Purchase Units"), (viii) depositary
shares that may be issued by Sempra Energy (the "Depositary Shares") and (ix)
guarantees of Trust Preferred Securities of the Trusts which may be issued by
Sempra Energy (the "Trust Preferred Securities Guarantees") and guarantees of
Debt Securities of Sempra Energy Global Enterprises which may be issued by
Sempra Energy (the "Debt Securities Guarantees," and together with the Trust
Preferred
Sempra Energy
November 13, 2001
Page 2
Securities Guarantees, the "Guarantees") described below pursuant to one or more
guarantee agreements (each a "Guarantee Agreement"). The Debt Securities, the
Guarantees, the Depositary Shares, the Securities Purchase Contracts, the
Securities Purchase Units, the Warrants and the Common and Preferred Stock are
collectively referred to herein as the "Securities." The terms of Debt
Securities may provide that they are exchangeable and/or convertible into shares
of Common Stock. Any Debt Securities will be issued pursuant to one or more
indentures and one or more supplements thereto (collectively, the "Indentures"),
between the issuer of such Debt Securities and a trustee (each, a "Trustee").
In my capacity as Chief Corporate Counsel, I am generally familiar with the
proceedings taken and proposed to be taken by the Registrants in connection with
the authorization and issuance of the Securities, and, for purposes of this
opinion, have assumed such proceedings will be timely and properly completed in
the manner presently proposed and that the terms of each issuance will otherwise
be in compliance with the law.
I have made such legal and factual examinations and inquiries, including an
examination of originals and copies certified or otherwise identified to my
satisfaction, of all such documents, corporation records and instruments of the
Registrants as I have deemed necessary or appropriate for purposes of this
opinion. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.
I have been furnished with, and with your consent have exclusively relied
upon, certificates of officers of the Registrants with respect to certain
factual matters. In addition, I have obtained and relied upon such certificates
and assurances from public officials as I have deemed necessary.
I am opining herein as to the effect on the subject transaction only of the
federal securities laws of the United States and the State of California and I
express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction or, in the case of California,
any other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.
Subject to the foregoing and the other qualifications set forth herein, it
is my opinion that, as of the date hereof, Sempra Energy has the authority
pursuant to its Articles of Incorporation to issue up to 750,000,000 shares of
Common Stock and 50,000,000 shares of Preferred Stock. Upon adoption by the
Board of Directors of Sempra Energy of any necessary further resolutions in form
and content as required by applicable law and upon issuance and delivery of and
payment for such shares, such shares of Common Stock (including any Common Stock
duly issued upon the exchange or conversion of Preferred Stock or Debt
Securities that are exchangeable or convertible into Common Stock, or upon the
exercise of Warrants or Securities Purchase Contracts and Securities Purchase
Units that are exercisable for Common Stock, and such shares of Preferred Stock,
including any Preferred Stock duly issued upon the exchange or conversion of any
Debt Securities that are exchangeable or convertible into Preferred Stock, or
Sempra Energy
November 13, 2001
Page 3
upon the exercise of Warrants or Securities Purchase Contracts and Securities
Purchase Units that are exercisable for Preferred Stock.
The opinion set forth above is subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; and (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy. I express no (i) opinion concerning the enforceability of any
waiver of rights or defenses with respect to stay, extension or usury laws; or
(ii) with respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principle amount thereof which might
be determined to constitute unearned interest thereon.
To the extent that the opinions expressed above may be dependent upon such
matters, I assume for purposes of this opinion that (i) Sempra Energy is duly
organized, validly existing and in good standing under the laws of the State of
California, (ii) any Preferred Stock convertible into shares of Common Stock has
been issued in accordance with Sempra Energy's charter and with applicable law,
(iii) any Debt Securities convertible into shares of Common Stock have been
established and issued in accordance with the terms of the applicable Indenture
and with applicable law, (iv) any such Debt Security and Indenture, and any
Warrant and the related warrant agreement (a "Warrant Agreement"), Securities
Purchase Contact and Securities Purchase Unit, have been duly authorized,
executed and delivered by each of the parties thereto, and are enforceable
against each of the parties thereto in accordance with the terms thereof and
with applicable law, (v) that Sempra Energy is duly qualified to engage in the
activities contemplated by the Debt Securities, Indentures, Warrants, Warrant
Agreements, Securities Purchase Contracts and Securities Purchase Units, and
(vi) Sempra Energy has the requisite corporate and legal power and authority to
perform its obligations under the Debt Securities, Indentures, Warrants, Warrant
Agreements, Securities Purchase Contracts and Securities Purchase Units.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Validity of the
Securities and the Guarantees" in the Prospectus included therein.
Very truly yours,
/s/ Gary W. Kyle
-----------------------
Gary W. Kyle, Esq.
Chief Corporate Counsel
EXHIBIT 5.4
[LETTERHEAD OF LATHAM & WATKINS]
November 13, 2001
Sempra Energy
101 Ash Street
San Diego, CA 92101
Re: Registration Statement on Form S-3 of Sempra Energy, Sempra
Energy Global Enterprises, Inc., Sempra Energy Capital Trust II
and Sempra Energy Capital Trust III
----------------------------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration statement on
Form S-3 filed on October 1, 2001 (the "Registration Statement") by Sempra
Energy, a California corporation, Sempra Energy Global Enterprises, a California
corporation, Sempra Energy Capital Trust II, a Delaware trust, and Sempra Energy
Capital Trust III, a Delaware trust (collectively, the "Registrants"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
We have reviewed the prospectus (the "Prospectus") which is a part of the
Registration Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements to the Prospectus (each a "Prospectus
Supplement"). The Prospectus as supplemented by various Prospectus Supplements
will provide for the registration of up to $2,000,000,000 aggregate offering
price of (i) one or more series of unsecured senior or subordinated debt
securities (the "Debt Securities") which may be issued by Sempra Energy or
Sempra Energy Global Enterprises, (ii) shares of common stock, without par
value, which may be issued by Sempra Energy (the "Common Stock"), (iii) shares
of preferred stock, without par value, which may be issued by Sempra Energy (the
"Preferred Stock"), (iv) trust preferred securities (the "Trust Preferred
Securities") which may be issued by each of Sempra Energy Capital Trust II and
Sempra Energy Capital Trust III (each, a "Trust") pursuant to each Trust's
respective Amended and Restated Declaration of Trust (each an "Amended
Declaration"), (v) warrants to purchase Debt Securities, which may be issued by
Sempra Energy or Sempra Energy Global Enterprises, or warrants to purchase
Preferred Stock or Common Stock, which may be issued by Sempra Energy (the
"Warrants"), (vi) securities purchase contracts which may be issued by Sempra
Energy to purchase Common Stock, Preferred Stock or Debt Securities of Sempra
Energy (the "Securities Purchase Contracts"), (vii) securities purchase units
which may be issued by Sempra Energy to purchase Common Stock, Preferred Stock
or Debt Securities of Sempra Energy (the "Securities Purchase Units"), (viii)
depositary shares that may be issued by Sempra Energy (the "Depositary Shares")
and (ix) guarantees of Trust Preferred Securities of the
- --------------------------------------------------------------------------------
633 West Fifth Street, Suite 4000 . Los Angeles, California 90071-2007
Telephone: (213) 485-1234 . Fax: (213) 891-8783
Sempra Energy
November 13, 2001
Page 2
Trusts which may be issued by Sempra Energy (the "Trust Preferred Securities
Guarantees") and guarantees of Debt Securities of Sempra Energy Global
Enterprises which may be issued by Sempra Energy (the "Debt Securities
Guarantees," and together with the Trust Preferred Securities Guarantees, the
"Guarantees") pursuant to one or more guarantee agreements (each a "Guarantee
Agreement"). The Debt Securities, the Trust Preferred Securities, the
Guarantees, the Depositary Shares, the Securities Purchase Contracts, the
Securities Purchase Units, the Warrants and the Common and Preferred Stock are
collectively referred to herein as the "Securities." The terms of the Debt
Securities may provide that they are exchangeable and/or convertible into shares
of Common Stock. Any Debt Securities will be issued pursuant to one or more
indentures and one or more supplements thereto (collectively, the "Indentures"),
between the issuer of such Debt Securities and a trustee (each, a "Trustee"). We
are familiar with the proceedings taken and proposed to be taken by the
Registrants in connection with the authorization and issuance of the Securities,
and, for purposes of this opinion, have assumed such proceedings will be timely
completed in the manner presently proposed and that the terms of each issuance
will otherwise be in compliance with law.
We have examined such matters of fact and questions of law we considered
appropriate for purposes of rendering the opinion expressed below. We have been
furnished with and relied upon certificates of officers of the Registrants and
others with respect to factual matters.
We are opining herein as to the effect on the subject transaction only of
the federal laws of the United States and the internal laws of the State of New
York and we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. When the specific terms of any particular series of Debt
Securities have been duly established in accordance with the terms of the
applicable Indenture and applicable law, and such Debt Securities have been duly
executed, authenticated and delivered against payment therefor as contemplated
by the terms and provisions of the applicable Indenture and by the Registration
Statement and/or applicable Prospectus Supplement, such Debt Securities will
constitute legally valid and binding obligations of the issuing company,
enforceable against the issuing company in accordance with the terms of such
Debt Securities.
2. When the specific terms of any particular series of Debt
Securities Guarantees and the related Debt Securities have been duly established
in accordance with the terms of the applicable Indenture and applicable law, and
such Debt Securities Guarantees and related Debt Securities have been executed,
authenticated and delivered against payment therefor as contemplated by the
terms and provisions of the applicable Indenture and by the Registration
Statement and/or the applicable Prospectus Supplement, such Debt Securities
Guarantees will constitute legally valid and binding obligations of Sempra
Energy, enforceable against Sempra Energy in accordance with the terms of such
Debt Securities Guarantees.
Sempra Energy
November 13, 2001
Page 3
3. When the specific terms of any particular Trust Preferred
Securities Guarantees and the related Trust Preferred Securities have been duly
established in accordance with the terms of the applicable Amended Declaration
and applicable law, and such Trust Preferred Securities Guarantees and such
related Trust Preferred Securities have been duly executed, authenticated and
delivered against payment therefor as contemplated by the terms and provisions
of the applicable Amended Declaration and by the Registration Statement and/or
the applicable Prospectus Supplement, such Trust Preferred Securities Guarantees
will be legally valid and binding obligations of Sempra Energy enforceable
against Sempra Energy in accordance with the terms of such Trust Preferred
Securities Guarantees.
4. When any particular deposit agreement has been duly authorized,
executed and delivered by Sempra Energy in accordance with applicable law, the
specific terms of a particular issuance of Depositary Shares have been duly
established in accordance with such deposit agreement and applicable law, and
the related depositary receipts have been duly executed and delivered by the
depositary against payment therefor as contemplated by such deposit agreement,
the Registration Statement and/or the applicable Prospectus Supplement and by
such authorization, and assuming the underlying securities have been duly
authorized and validly issued and deposited with the depositary, such Depositary
Shares will be validly issued and will entitle the holders to the rights
specified in such deposit agreement for such depositary receipts.
5. When any particular warrant agreement has been duly authorized,
executed and delivered by Sempra Energy and/or Sempra Energy Global Enterprises
in accordance with applicable law (a "Warrant Agreement"), the specific terms of
the related Warrants have been duly established in accordance with such Warrant
Agreement and applicable law, and the Warrants have been duly executed,
authenticated and delivered against payment therefor as contemplated by such
Warrant Agreement, the Registration Statement and/or the applicable Prospectus
Supplement and by such authorization, and assuming the securities issuable upon
exercise of the Warrants have been duly authorized and reserved for issuance by
all necessary corporate action and in accordance with applicable law and, in the
case of Warrants to purchase Debt Securities, when the terms of such Debt
Securities and any related Debt Securities Guarantees are established in
accordance with the terms of the applicable Indenture and applicable law, the
Warrants will be validly issued and will entitle the holders to the rights
specified in the Warrant Agreement.
6. When any particular Securities Purchase Contract and related
Securities Purchase Units have been duly authorized, executed and delivered by
Sempra Energy in accordance with applicable law, the specific terms of such
Securities Purchase Contract and related Securities Purchase Units have been
duly established in accordance with applicable law, and such Securities Purchase
Contract and related Securities Purchase Units have been duly executed,
authenticated and delivered against payment therefor as contemplated by such
Securities Purchase Contract, the Registration Statement and/or the applicable
Prospectus Supplement and by such authorization, and, in the case of a
Securities Purchase Contract and related Securities Purchase Units for Debt
Securities of Sempra Energy, when the specific terms
Sempra Energy
November 13, 2001
Page 4
of such Debt Securities and any related Debt Securities Guarantees have been
established in accordance with the terms of the applicable Indenture and
applicable law, and assuming the securities issuable upon exercise of such
Securities Purchase Contract and Securities Purchase Units have been duly
authorized and reserved for issuance by all necessary corporate action and in
accordance with applicable law, such Securities Purchase Contract will be the
legally valid and binding obligation of Sempra Energy enforceable against Sempra
Energy in accordance with the terms of such Securities Purchase Contract, such
Securities Purchase Units will be validly issued and will entitle the holders to
any rights specified in the Warrant Agreement.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought, and (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy. We express no opinion (i) concerning the enforceability of the
waiver of rights or defenses with respect to stay, extension or usury laws or
(ii) with respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principal amount thereof which might
be determined to constitute unearned interest thereon.
To the extent that the obligations of each of Sempra Energy and Sempra
Energy Global Enterprises under Debt Securities and Debt Securities Guarantees
may be dependent upon such matters, we assume for purposes of this opinion that
each of Sempra Energy, Sempra Energy Global Enterprises and each Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that each of Sempra Energy and Sempra Energy
Global Enterprises and each Trustee is duly qualified to engage in the
activities contemplated by the respective Indenture; that each Indenture has
been duly authorized, executed and delivered by the respective Trustee and each
of Sempra Energy and Sempra Energy Global Enterprises, as applicable, and
constitutes the legally valid and binding obligation of each of Sempra Energy,
Sempra Energy Global Enterprises and each such Trustee, as applicable,
enforceable against each of Sempra Energy, Sempra Energy Global Enterprises and
each Trustee in accordance with its terms; that each Trustee is in compliance,
generally and with respect to acting as a trustee under the respective
Indenture, with all applicable laws and regulations; and that each of Sempra
Energy, Sempra Energy Global Enterprises and each Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the respective Indenture.
To the extent that the obligations of Sempra Energy under Trust Preferred
Guarantees may be dependent upon such matters, we assume for purposes of this
opinion that each of Sempra Energy, each Trust and each trustee under the
respective Amended Declaration that is an entity is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that each of Sempra Energy, each Trust and each trustee is duly
qualified to engage
Sempra Energy
November 13, 2001
Page 5
in the activities contemplated by the respective Amended Declaration; that each
Amended Declaration has been duly authorized, executed and delivered by the
respective Trust, trustee, as applicable, and Sempra Energy, and constitutes the
legally valid and binding obligation of each respective Trust and trustee,
enforceable against each respective Trust and trustee in accordance with its
terms; that each trustee is in compliance, generally and with respect to acting
as a trustee under the respective Amended Declaration, and with all applicable
laws and regulations; and that each of Sempra Energy, each Trust and each
trustee has the requisite organizational, as applicable, and legal power and
authority to perform its obligations under the respective Amended Declaration.
To the extent that the obligations of Sempra Energy under deposit
agreements and depositary receipts may be dependent upon such matters, we assume
for purposes of this opinion that each of Sempra Energy and the depositary will
be duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that each of Sempra Energy and the depositary will
be duly qualified to engage in the activities contemplated by the deposit
agreement; that the deposit agreement will be duly authorized, executed and
delivered by each of Sempra Energy and the depositary and will constitute the
legally valid and binding obligation of each of Sempra Energy and the
depositary, enforceable against each of Sempra Energy and the depositary in
accordance with its terms; that the depositary will be in compliance, generally
and with respect to acting as a depositary under the deposit agreement, with all
applicable laws and regulations; and that each of Sempra Energy and the
depositary will have the requisite organizational and legal power and authority
to perform its obligations under the deposit agreement.
To the extent that the obligations of Sempra Energy and Sempra Energy
Global Enterprises under Warrant Agreements and Warrants may be dependent upon
such matters, we assume for purposes of this opinion that each of Sempra Energy,
Sempra Energy Global Enterprises and the warrant agent will be duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; that each of Sempra Energy, Sempra Energy Global Enterprises and
the warrant agent will be duly qualified to engage in the activities
contemplated by the Warrant Agreement; that the Warrant Agreement will be duly
authorized, executed and delivered by each of Sempra Energy or Sempra Energy
Global Enterprises, as applicable, and the warrant agent and will constitute the
legally valid and binding obligation of each of Sempra Energy or Sempra Energy
Global Enterprises, as applicable, and the warrant agent, enforceable against
each such party in accordance with its terms; that the warrant agent will be in
compliance, generally and with respect to acting as a warrant agent under the
Warrant Agreement, with all applicable laws and regulations; and that each of
Sempra Energy or Sempra Energy Global Enterprises, as applicable, and the
warrant agent will have the requisite organizational and legal power and
authority to perform its obligations under the Warrant Agreement.
To the extent that the obligations of Sempra Energy under Securities
Purchase Contracts and Securities Purchase Units may be dependent upon such
matters, we assume for purposes of this opinion that Sempra Energy and each
other party to such Securities Purchase Contract and
Sempra Energy
November 13, 2001
Page 6
Securities Purchase Unit is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that Sempra Energy
and each other party to such Securities Purchase Contract and Securities
Purchase Unit is duly qualified to engage in the activities contemplated by the
respective Securities Purchase Contract and Securities Purchase Unit; that each
Securities Purchase Contract and Securities Purchase Unit has been duly
authorized, executed and delivered by Sempra Energy and each other party to such
Securities Purchase Contract and Securities Purchase Unit, and constitutes the
legally valid and binding obligation of each such other party, enforceable
against each such other party in accordance with their respective terms; and
that each of Sempra Energy and each other party to such Securities Purchase
Contract and Securities Purchase Unit has the requisite organizational, as
applicable, and legal power and authority to perform its obligations under the
respective Securities Purchase Contract and Securities Purchase Unit.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Validity of the
Securities and the Guarantees" in the Prospectus included therein.
Very truly yours,
/s/ Latham & Watkins
