<PAGE> 1
EXHIBIT 5.1
[TROUTMAN SANDERS LLP LETTERHEAD]
September 22, 2000
Southern Energy, Inc.
900 Ashwood Parkway, Suite 500
Atlanta, Georgia 30338-4780
Re: Southern Energy, Inc.
Registration on Form S-1 (Registration No. 333-35390)
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 66,700,000 shares of Common Stock, par value $0.01 per share, of Southern
Energy (the "Shares"). 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 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 the reference to our firm under the heading "Legal
Matters" 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,
TROUTMAN SANDERS LLP
