Re: Portland General Electric Company Registration Statement on Form S-3
Ladies and Gentlemen:
I am Senior Vice President, Chief Legal and Compliance Officer of Portland General Electric Company, an Oregon corporation (the “Company”), and in such
capacity have acted as counsel to the Company in connection with the sale of shares (the “Shares”) of common stock of the Company, without par value (the “Common Stock”), by (i) the Company through or to Barclays Capital Inc., BofA Securities, LLC,
J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as sales agents and/or principals, as applicable (in such capacity, each a “Sales Agent” and collectively, the “Sales Agents”) and/or (ii) Barclays Bank PLC, Bank of America, N.A., JPMorgan
Chase Bank, National Association and Wells Fargo Bank, National Association (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), through the Sales Agents as forward sellers from time to time, having an aggregate
sales price of up to $244,008,930, pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 25, 2025 (Registration No.
333-288955) (as so filed and as amended, the “Registration Statement”), a base prospectus dated July 25, 2025 (the “Base Prospectus”), and a prospectus supplement dated July 25, 2025 filed with the Commission pursuant to Rule 424(b) under the Act
(the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”), that certain Equity Distribution Agreement, dated July 26, 2024, by and among the Company , the Sales Agents, and the Forward Purchasers, as applicable, as
amended by that first amendment to the Equity Distribution Agreement, dated July 25, 2025 (as amended, the “Equity Distribution Agreement”), and concurrently one or more forward stock purchase transactions with any of the Forward Purchasers, as set
forth in one or more separate letter agreements, each in substantially the form attached as Exhibit G to the Equity Distribution Agreement (each a “Forward Confirmation” and collectively, the “Forward Confirmations”). Any Shares to be delivered by
the Company to the Forward Purchasers in settlement of all or any portion of the Company’s obligations under the Forward Confirmations are hereinafter sometimes called the “Confirmation Shares”.
I or attorneys under my supervision (with whom I have consulted) have examined the Registration Statement, the Prospectus and documents and records of the
Company and other documents, matters of fact and questions of law that I have deemed necessary for the purposes of this opinion. In my examination, I or attorneys under my supervision (with whom I have consulted) have assumed the authenticity of
original documents and the genuineness of all signatures, the conformity to the originals of all documents submitted to us as copies, and the truth, accuracy, and completeness of the information, representations, and warranties contained in the
records, documents, instruments, and certificates I or others under my supervision (with whom I have consulted) have reviewed.
Based upon the foregoing, I am of the opinion that the Shares and the Confirmation Shares have been duly authorized by all necessary corporate action of the
Company and, when issued in accordance with the terms of the Equity Distribution Agreement, the Forward Confirmations, the Registration Statement and the Prospectus, the Shares and the Confirmation Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K of even date herewith, incorporated by reference into the
Registration Statement, and to the reference under the heading “Legal Matters” in the Prospectus. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or
related rules nor do I admit that I am an expert with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or related rules. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.