Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 81 389K
Pursuant to a Transaction
2: EX-3.4 Certificate of Trust of Eix Trust I 1 12K
3: EX-3.5 Certificate of Trust of Eix Trust Ii 1 12K
4: EX-3.6 Certificate of Trust of Eix Trust Iii 1 12K
5: EX-4.1 Form of Indenture for Senior Debt Securities 69 281K
10: EX-4.10 Trust Agreement of Eix Trust Iii 3 20K
11: EX-4.11 Form of Amended and Restated Trust Agreement 79 276K
6: EX-4.2 Form of Indenture for Subord. Debt Securities 73 311K
7: EX-4.7 Form of Preferred Securities Guarantee 20 75K
8: EX-4.8 Trust Agreement of Eix Trust I 3 20K
9: EX-4.9 Trust Agreement of Eix Trust Ii 3 20K
12: EX-5.1 Opinion of Kenneth S. Stewart General Counsel 4 24K
13: EX-5.2 Opinion of Richards, Layton, & Finger, P.A. Eix I 3 20K
14: EX-5.3 Opinion of Richards, Layton, & Finger, P.A. Eix Ii 3 20K
15: EX-5.4 Opinion of Richards, Layton, & Finger, P.A. Eix 3 19K
Iii
16: EX-8.1 Opinion of Latham & Watkins 3 17K
17: EX-12.1 Statement Re: the Computation of Ratio Earnings 2± 15K
18: EX-23.3 Consent of Independent Public Accountants 1 11K
19: EX-24.1 Power of Attorney 3 17K
20: EX-24.2 Certified Resolution of Edison Int'L 4 16K
21: EX-25.1 Statement of Eligibility (Senior Debt Securities) 5 25K
22: EX-25.2 Statement of Eligibility (Sub. Debt Securities) 5 27K
23: EX-25.3 Statement of Eligibility Property Trustee Eix I 5 28K
24: EX-25.4 Statement of Eligibility Property Trustee Eix Ii 5 27K
25: EX-25.5 Statement of Eligibility Property Trustee Eix Iii 5 27K
26: EX-25.6 Statement of Eligibility Guarantee Trustee Eix I 5 27K
27: EX-25.7 Statement of Eligibility Guarantee Trustee Eix Ii 5 27K
28: EX-25.8 Statement of Eligibility Guarantee Trustee Eix Iii 5 27K
EX-8.1 — Opinion of Latham & Watkins
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Exhibit 8.1
[Letterhead of Latham & Watkins]
July 2, 1999
Edison International
EIX Trust I
2244 Walnut Grove Avenue
P.O. Box 800
Rosemead, California 91770
Re: Offering of Series A QUIPS
--------------------------
Ladies and Gentlemen:
We have acted as counsel to EIX Trust I and Edison International, a
California corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "1933 Act"), and the issuance
of ______________ shares of the Company's __% Cumulative Quarterly Income
Preferred Securities, Series A (QUIPS/SM/) liquidation amount $25.00 per QUIPS
(the "Series A QUIPS"), pursuant to (i) a registration statement on Form S-3,
filed with the Securities and Exchange Commission (the "Commission") as of the
date hereof (the "Registration Statement") and (ii) a Prospectus, including the
documents incorporated by reference therein (the "Base Prospectus"), as
supplemented by the Prospectus Supplement (the "Prospectus Supplement," and
together with the Base Prospectus, the "Prospectus"), each filed as of the date
hereof.
You have requested our opinion concerning the material federal income
tax considerations relating to the purchase, ownership and disposition of Series
A QUIPS in connection with the registration described above. This opinion is
based on various facts and assumptions, including the facts set forth in the
Registration Statement and the Prospectus
Edison International
EIX Trust I
July 2, 1999
Page 2
concerning the business, properties and governing documents of the Company and
its subsidiaries
In our capacity as such counsel, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments, as we have deemed necessary or
appropriate for purposes of this opinion. In our examination, we have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures thereon, the legal capacity of natural persons executing such
documents and the conformity to authentic original documents of all documents
submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the federal income tax laws of the United States, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of other
federal laws, the laws of any state or other jurisdiction or as to any matters
of municipal law or the laws of any other local agencies within any state.
Based upon such facts, assumptions and representations, including the
facts set forth in the Registration Statement and the Prospectus, it is our
opinion that the information in the Prospectus Supplement set forth under the
caption "Material United States Federal Income Tax Considerations," to the
extent that it constitutes matters of law, summaries of legal matters, documents
or proceedings, or legal conclusions, is an accurate summary of the material
federal income tax consequences relating to the purchase, ownership and
disposition of Series A QUIPS.
No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the date of this letter, and we
undertake no obligation to update this opinion subsequent to the date hereof.
This opinion is based on various statutory provisions, regulations promulgated
thereunder and interpretations thereof by the Internal Revenue Service and the
courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the
facts from those set forth in the representations described above, including in
the Registration Statement or the Prospectus, may affect the conclusions stated
herein.
This opinion is rendered to you and is for your benefit and the
benefit of your stockholders in connection with the filing of the Registration
Statement with the Commission. This opinion may not be relied upon by you or
your stockholders for any other purpose, or furnished to, quoted to or relied
upon by any other person, firm or corporation for any purpose, without our prior
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm under the
heading "Material United States Federal Income Tax Considerations." In giving
this consent, we do not hereby admit that we are
Edison International
EIX Trust I
July 2, 1999
Page 3
within the category of persons whose consent is required under Section 7 of the
33 Act or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ LATHAM & WATKINS
Dates Referenced Herein and Documents Incorporated by Reference
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