EXHIBIT 5
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
October 27, 2000
Southern Energy, Inc.
900 Ashwood Parkway, Suite 500
Atlanta, Georgia 30338-4780
RE: Southern Energy, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Southern Energy, Inc., a Delaware
corporation ("you" or "Southern Energy"), in connection with the filing of the
above-referenced Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
up to 36,000,000 shares of Common Stock, par value $0.01 per share, of Southern
Energy (the "Shares"), 32,000,000 of which may be issued pursuant to the
Southern Energy Omnibus Incentive Compensation Plan (the "Omnibus Plan") and
4,000,000 of which may be issued pursuant to the Southern Energy Employee Stock
Purchase Plan (the "ESPP" and, together with the Omnibus Plan, the "Plans").
This opinion is being provided at your request for use in the Registration
Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law, as
we have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the
originals of all documents submitted as copies. As to any facts material to our
opinion, we have relied upon the aforesaid instruments, certificates, records
and documents and inquiries of your representatives.
Based upon the foregoing examination, we are of the opinion that the
Shares have been duly authorized and, when issued by you and paid for in the
manner contemplated by (i) the Omnibus Plan or the ESPP, as the case may be, as
such Plans are currently in effect, and (ii) the Registration Statement
(including the declaration and maintenance of the effectiveness of the
Registration Statement and the obtaining and maintenance of all requisite
regulatory and other approvals), will be validly issued, fully paid and
nonassessable.
We are, in this opinion, opining only on the Delaware General
Corporation Law. We are not opining on "blue sky" or other state securities
laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and in any supplements thereto or amendments thereof. We
also hereby consent to any reference to our firm in the Registration Statement
or documents incorporated by reference in the Registration Statement. Our
consent to such reference does not constitute a consent under Section 7 of the
Act, and in consenting to such reference we have not certified any part of the
Registration Statement and do not otherwise come within the categories of
persons whose consent is required under Section 7 or under the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Troutman Sanders LLP
TROUTMAN SANDERS LLP
