CERTIFICATE OF NOTIFICATION
Filed by
GEORGIA 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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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 January 16, 1997, the issuance and sale by Georgia Power Capital
Trust II (the "Trust"), a Delaware business trust, of 7,000,000 of its 7.60%
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 $180,412,375 aggregate principal
amount of its Series B 7.60% Junior Subordinated Notes (the "Junior Subordinated
Notes") due December 31, 2036, pursuant to the Second Supplemental Indenture
dated as of January 1, 1997, 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, dated as of
January 1, 1997, 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 January 9, 1997, and accompanying
prospectus dated August 16, 1996. (Filed
electronically January 13, 1997, in File
Nos. 333-06037, 333-06037-01, 333-06037-02
and 333-06037-03.)
Exhibit B - Underwriting Agreement dated January 9, 1997.
(Designated in Form 8-K dated January 9, 1997,
File No. 1-6468, 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. 1-6468, as Exhibit 4.5.)
Exhibit D - Second Supplemental
Indenture to the Subordinated Note Indenture
dated as of January 1, 1997, between the Company
and The Chase Manhattan Bank, as trustee.
(Designated in Form 8-K dated January 9, 1997,
File No. 1-6468, as Exhibit
4.2.)
Exhibit E - 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. 1-6468, as Exhibit
4.8.)
Exhibit F - Opinion of Troutman Sanders LLP dated
January 27, 1997.
Dated January 27, 1997 GEORGIA POWER COMPANY
By /s/ Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
TROUTMAN SANDERS LLP
January 27, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Georgia Power Company
(herein call 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 II (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 subject 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
