CERTIFICATE OF NOTIFICATION
Filed by
ALABAMA POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996, August 26, 1996 and January 14, 1997 in the matter of
File No. 70-8461.
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Alabama 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. 10 (Post-Effective No. 7) herein:
1. On January 16, 1997 the issuance and sale by Alabama Power Capital
Trust II ("the Trust"), a Delaware business trust, of 8,000,000 of its 7.60%
Trust Originated 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 $202,185,575 aggregate principal
amount of its Series B 7.60% Junior Subordinated Notes (the "Junior Subordinated
Notes") due December 31, 2036, pursuant to the First Supplemental Indenture
dated as of January 1, 1997, supplementing the Subordinated Note Indenture dated
as of January 1, 1997, between the Company and 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, dated as of
January 1, 1997, providing for the guarantee by the Company of certain
obligations of the Trust, in respect of the Trust Originated 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 dated December
13, 1996 and final Prospectus Supplement
with respect to the Trust Originated
Preferred Securities, dated January 9, 1997.
(Filed electronically January 13, 1997, in
File Nos. 333-17333, 333-17333-01,
333-17333-02 and 333-17333-03.)
Exhibit B - Underwriting Agreement. (Designated in Form 8-K
dated January 9, 1997, File
No. 1-3164 as Exhibit 1.)
Exhibit C - Amended and Restated
Trust Agreement, dated as of January 1,
1997. (Designated in Form 8-K dated January
9, 1997, File No.1-3164 as Exhibit 4.5.)
Exhibit D - Subordinated Note
Indenture dated as of January 1, 1997,
between the Company and Chase Manhattan
Bank, as trustee. (Designated in Form 8-K
dated January 9, 1997, File No. 1-3164 as
Exhibit 4.1.)
Exhibit E - Supplemental Indenture
to the Subordinated Note Indenture dated as
of January 1, 1997, between the Company and
Chase Manhattan Bank, as trustee.
(Designated in Form 8-K dated January 9,
1997, File No. 1-3164 as Exhibit 4.2.)
Exhibit F - Guarantee Agreement,
dated as of January 1, 1997, with respect to
Trust Preferred Securities. (Designated in
Form 8-K dated January 9, 1997, File No.
1-3164 as Exhibit 4.8.)
Exhibit G - Opinion of Balch & Bingham dated January 23, 1997.
Dated January 23, 1997 ALABAMA POWER COMPANY
By Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit G
Balch & Bingham LLP
January 23, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Alabama 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 Alabama Power
Capital Trust II (the "Trust") of its Trust Originated 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 Alabama;
(b) the Trust has been duly formed and is validly existing as a business
trust under the laws of the State of Delaware;
(c) the transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(d) all state laws applicable to such transactions have been complied with;
(e) 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;
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Securities and Exchange Commission
January 23, 1997
Page 2
(f) the Trust's obligations with respect to the Trust Originated Preferred
Securities are valid and binding obligations of the
Trust in accordance with their terms; and
(g) the consummation of the transactions did not violate the legal rights
of the holders of any securities issued by the Company, the Trust, 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 of the certificate pursuant to Rule 24.
Very truly yours,
/s/ Balch & Bingham LLP
