File No. 70-8935
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
APPLICATION OR DECLARATION
on
FORM U-1
under
The Public Utility Holding Company Act of 1935
SEI BIRCHWOOD, INC. BIRCHWOOD POWER PARTNERS, L.P.
900 Ashwood Parkway c/o SEI Birchwood, Inc.
Suite 500 900 Ashwood Parkway
Atlanta, Georgia 30338 Suite 500
Atlanta, Georgia 30338
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of
each applicant or declarant)
Tommy Chisholm, Secretary Thomas G. Boren, President
The Southern Company Southern Energy, Inc.
270 Peachtree Street, N.W. 900 Ashwood Parkway
Atlanta, Georgia 30303 Suite 500
Atlanta, Georgia 30338
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
W.L. Westbrook Thomas G. Boren, President
Financial Vice-President Southern Energy, Inc.
The Southern Company 900 Ashwood Parkway
270 Peachtree Street, N.W. Suite 500
Atlanta, Georgia 30303 Atlanta, Georgia 30338
John D. McLanahan, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308-2216
<PAGE>
Item 6, Exhibits and Financial Statements, of the Application-Declaration
heretofore filed in this proceeding is hereby amended to include the filing of
Exhibit F - Opinion of Troutman Sanders LLP.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this statement to be signed on
their behalf by the undersigned thereunto duly authorized.
Dated: November 15, 1996
SEI BIRCHWOOD, INC.
By: /s/Tommy Chisholm
Tommy Chisholm
Secretary
BIRCHWOOD POWER PARTNERS, L.P.
by SEI BIRCHWOOD, INC., a general partner
By:/s/Tommy Chisholm
Tommy Chisholm
Secretary
Exhibit F
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, GA 30308
404-885-3000
November 15, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: SEI Birchwood, Inc., et al. - Form U-1 Application or Declaration
(File No. 70-8935)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above, as
amended, and are furnishing this opinion with respect to the transaction
described therein, pursuant to which SEI Birchwood, Inc. ("SEI Birchwood"),
which is an indirect subsidiary company of The Southern Company ("Southern"), a
registered holding company, proposes to acquire for a nominal consideration 50%
of the outstanding common shares of Greenhost, Inc. In the alternative,
Birchwood Power Partners, L.P. ("BPP"), also an indirect subsidiary company of
Southern, proposes to acquire 100% of the outstanding common shares of
Greenhost, Inc.
We are of the opinion that each of SEI Birchwood and BPP is a validly
organized or formed and duly existing corporation or partnership under the laws
of the state in which it is organized or formed, and that, upon the issuance of
your order herein, and in the event that the proposed transaction is consummated
in accordance with such statement on Form U-1 and your order:
(a) all state laws applicable to the proposed transaction will have
been complied with;
(b) Greenhost, Inc. is validly organized and duly existing, the
common shares of Greenhost, Inc. to be acquired are validly
issued, fully paid and nonassessable and SEI Birchwood or BPP (as
the case may be) will be entitled to all of the rights and
privileges appertaining thereto set forth in the charter of
Greenhost, Inc.;
(c) SEI Birchwood or BPP (as the case may be) will legally acquire
the common shares of Greenhost, Inc.; and
(d) the consummation of the transaction described above will not
violate the legal rights of the holders of any securities issued
by SEI Birchwood or BPP or any associate company thereof.
We hereby consent to the use of this opinion in connection with the
filing of such statement on Form U-1.
Very truly yours,
/s/Troutman Sanders LLP
Troutman Sanders LLP
