CERTIFICATE OF NOTIFICATION
Filed by
GEORGIA POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996 and August 26, 1996 in the matter of File No. 70-8461.
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Georgia Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows with respect to the transactions described
particularly in Amendment No. 9 (Post-Effective No. 6) herein:
1. On August 28, 1996, the issuance and sale by Georgia Power Capital
Trust I (the "Trust"), a Delaware business trust, of 9,000,000 of its 7.75%
Trust Preferred Securities (Liquidation amount $25 per Preferred Security) and
all transactions relating thereto were carried out in accordance with the terms
and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
2. The issuance by the Company of $231,958,775 aggregate principal
amount of its Series A 7.75% Junior Subordinated Notes due June 30, 2036,
pursuant to the Supplemental Indenture dated as of August 15, 1996,
supplementing the Subordinated Note Indenture dated as of August 1, 1996,
between the Company and The Chase Manhattan Bank, as Trustee, was carried out in
accordance with the terms and conditions of and for the purposes represented by
the application, as amended, and of said orders with respect thereto.
3. The execution by the Company of the Guarantee Agreement providing
for the guarantee by the Company of certain obligations of the Trust, in respect
of the Trust Preferred Securities, was carried out in accordance with the terms
and conditions of and for the purposes represented by the application, as
amended, and of said orders with respect thereto.
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4. Filed herewith are the following exhibits:
Exhibit A - Copy of the prospectus supplement with respect to the
Trust Preferred Securities, dated August 21, 1996, and
accompanying prospectus dated August 16, 1996. (Filed
electronically August 22, 1996, in File Nos. 333-06037,
333-06037-01, 333-06037-02 and 333-06037-03.)
Exhibit B - Underwriting Agreement dated August 21, 1996, among
the Company, the Trust and Lehman Brothers Inc. (Designated
in Form 8-K dated August 21, 1996, File No. 1-6468, as
Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement of Georgia Power
Capital Trust I. (Designated in Form 8-K dated August 21,
1996, File No. 1-6468, as Exhibit 4.5.)
Exhibit D - Subordinated Note Indenture dated as of August 1,
1996, between the Company and The Chase Manhattan Bank, as
Trustee. (Designated in Form 8-K dated August 21, 1996, File
No. 1-6468, as Exhibit 4.1.)
Exhibit E - Supplemental Indenture dated as of August 15, 1996,
providing for the issuance of the Company's Series A 7.75%
Junior Subordinated Notes due June 30, 2036. (Designated in
Form 8-K dated August 21, 1996, File No. 1-6468, as Exhibit
4.2.)
Exhibit F - Guarantee Agreement relating to Georgia Power Capital
Trust I. (Designated in Form 8-K dated August 21, 1996, File
No. 1-6468, as Exhibit 4.8.)
Exhibit G - Opinion of Troutman Sanders LLP dated September 4,
1996.
Dated September 4, 1996 GEORGIA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit G
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Ga 30308
404-885-3000
September 4, 1996
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Georgia Power Company
(herein called the "Company") et al.
File No. 70-8461
Ladies and Gentlemen:
We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by Georgia Power
Capital Trust I (the "Trust") of its Trust Preferred Securities and the related
issuance by the Company of its Guarantee and Junior Subordinated Notes (all as
defined therein).
We are of the opinion that:
(a) the Company is validly organized and duly existing as a corporation
under the laws of the State of Georgia;
(b) the transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(c) all state laws applicable to such transactions have been complied
with;
(d) the Company's obligations with respect to the Guarantee and the Junior
Subordinated Notes are valid and binding obligations of the Company in
accordance with their terms; and
(e) the consummation of the transactions did not violate the legal rights
of the holders of any securities issued by the Company or any
associate company thereof.
We hereby give our written consent to the use of this opinion in connection with
the above-mentioned statement on Form U-1 and to the filing thereof with the
Commission at the time of the filing by the Company of its certificate pursuant
to Rule 24.
Very truly yours,
/s/Troutman Sanders LLP
