[GIBSON, DUNN & CRUTCHER LETTERHEAD]
Exhibit 5.1
November 22, 2010
DELIVERED VIA EMAIL
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(415) 393-8200
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C19864-00026 |
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(415) 986-5309 |
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California Water Service Group
California Water Service Company
1720 North First Street
San Jose, California 95112
Re: |
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California Water Service Group
California Water Service Company
Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-158484 (the Registration
Statement) of California Water Service Group, a Delaware corporation (CWSG), and California
Water Service Company, a California corporation (Cal
Water or the Company), 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 offering by CWSG and Cal Water of the
following securities (the Securities):
(i) 5.500% First Mortgage Bonds due 2040, Series PPP of Cal Water (the First Mortgage
Bonds) and (ii) 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 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 the assumptions stated
and in reliance on statements of fact contained in the documents that we have examined we are of
the opinion that:
California Water Service Group
November 22, 2010
Page 2
1. The First Mortgage Bonds have been duly authorized by all necessary corporate action on the
part of the Company and have been validly issued and are enforceable against the Company in
accordance with their terms.
2. The Guarantees have been duly authorized by all necessary corporate action on the part of
CWSG and have been validly issued and are enforceable against CWSG in accordance with their terms.
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.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP