Exhibit 5.1
[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
April 7, 2009
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| (415) 393-8200
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C19864-00015 |
(415) 986-5309
California Water Service Group
California Water Service Company
1720 North First Street
San Jose, California 95112
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| Re: |
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California Water Service Group
California Water Service Company
Registration Statement on Form S-3 (File No. 333-) |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the “Registration Statement”) of
California Water Service Group, a Delaware corporation (“CWSG”), and California Water Service
Company, a California corporation (“Cal Water”), filed with the Securities and Exchange Commission
(the “Commission”) on April 7, 2009, pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), in connection with the registration by CWSG and Cal Water of the following
securities (the “Securities”): (i) shares of common stock, par value $0.01 per share, of CWSG (the
“Common Stock”); (ii) one or more series of shares of preferred stock, par value $0.01 per share,
of CWSG (the “Preferred Stock”); (iii) first mortgage bonds of Cal Water (the “First Mortgage
Bonds”); and (iv) guarantees of the First Mortgage Bonds by CWSG (the “Guarantees”).
We have examined the originals, or photostatic or certified copies, of such records of each of
CWSG and Cal Water and certificates of officers of each of CWSG and Cal Water and of public
officials and such other documents as we have deemed relevant and necessary as the basis for the
opinions set forth below. In our examination, we have assumed the genuineness of all signatures,
the legal capacity and competency of all natural persons, the authenticity of all
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documents submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies.
Based upon the foregoing examination and in reliance thereon, and subject to (x) the
assumptions stated and in reliance on statements of fact contained in the documents that we have
examined and (y) completion of all corporate action required to be taken by CWSG and/or Cal Water
to duly authorize each proposed issuance of Securities (including the due reservation of any shares
of Common Stock or Preferred Stock for issuance upon conversion or exchange of any other
Securities), we are of the opinion that:
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With respect to Common Stock, when the shares of Common Stock have been issued and delivered
in accordance with the applicable definitive purchase, underwriting or similar agreement
against the receipt of requisite consideration therefor provided for therein, such shares of
Common Stock will be validly issued, fully paid and non-assessable. |
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With respect to Preferred Stock, when (a) the applicable Certificate of Designation for the
Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of
the State of Delaware and (b) the shares of Preferred Stock have been issued and delivered in
accordance with the applicable definitive purchase, underwriting or similar agreement against
the receipt of requisite consideration therefor provided for therein, the shares of Preferred
Stock will be validly issued, fully paid and non-assessable. |
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With respect to First Mortgage Bonds to be issued under the Indenture dated as of April 1,
1928 between Cal Water and U.S. Bank National Association, as
successor trustee (the “Trustee”), as amended and
supplemented by the first through thirty-eighth supplemental
indentures, and the thirty-ninth supplemental indenture to be entered into between
Cal Water and U.S. Bank National Association, as trustee (collectively, the “Mortgage
Indenture”), when (a) the Mortgage Indenture and the applicable supplement thereto
have been duly authorized and validly executed and delivered by Cal Water and the trustee
thereunder and (b) the First Mortgage Bonds have been executed, issued, delivered and
authenticated in accordance with the terms of the Mortgage Indenture and the applicable
definitive purchase, underwriting or similar agreement against the receipt of requisite
consideration therefor provided for therein, the First Mortgage Bonds will constitute legal,
valid and binding obligations of Cal Water. |
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With respect to the Guarantees, when (a) the Guarantee
with respect to a particular series of
First Mortgage Bonds has been duly authorized and validly
executed and delivered by CWSG and (b) the First Mortgage Bonds underlying such Guarantee have been
executed, issued, delivered and authenticated in accordance with the
terms of the Mortgage Indenture and the applicable definitive purchase, underwriting or similar agreement against
the receipt of requisite consideration therefor |
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provided for therein, such Guarantee will constitute a legal, valid and binding obligation of
CWSG. |
The opinions set forth above are subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of
creditors’ generally, including the effect of statutory or other laws regarding fraudulent
transfers or preferential transfers, and (ii) general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies regardless of whether
enforceability is considered in a proceeding in equity or at law. We express no opinion regarding
the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights;
or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such
provisions may be held unenforceable as contrary to federal or state securities laws.
We render no opinion herein as to matters involving the laws of any jurisdiction other than
the State of California, the State of New York and the United States of America and the Delaware
General Corporation Law. We are not engaged in practice in the State of Delaware; however, we are
generally familiar with the Delaware General Corporation Law as currently in effect and have made
such inquiries as we consider necessary to render the opinions contained herein. This opinion is
limited to the effect of the present state of the laws of the State of California, the State of New
York, the United States of America and, to the limited extent set forth above, the State of
Delaware and the facts as they currently exist. We assume no obligation to revise or supplement
this opinion in the event of future changes in such laws or facts. We express no opinion regarding
the Securities Act of 1933, as amended, or any other federal or state securities laws or
regulations.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name under the caption “Legal Matters” in the Registration
Statement and each prospectus that forms a part thereof. In giving these consents, we do not
thereby admit that we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission.
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Very truly yours,
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/s/ Gibson, Dunn & Crutcher LLP |
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