CERTIFICATE OF NOTIFICATION
Filed by
GULF POWER COMPANY
Pursuant to orders of the Securities and Exchange Commission dated December 15,
1994, January 17, 1996, August 26, 1996, January 14, 1997, January 29, 1997,
February 5, 1997 and June 10, 1997 in the matter of File No. 70-8461.
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Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant
to Rule 24, as follows:
1. On August 1, 1997, the issuance by the Company of $20,000,000
aggregate principal amount of its Series B 7.50% Junior Subordinated Notes due
June 30, 2037 (the "Junior Subordinated Notes"), pursuant to the Supplemental
Indenture dated as of August 1, 1997, supplementing the Subordinated Note
Indenture dated as of January 1, 1997, 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.
2. Filed herewith are the following exhibits:
Exhibit A -- Copy of the prospectus supplement with respect
to the Junior Subordinated Notes, dated July 28,
1997, and accompanying prospectus dated January 10,
1997. (Filed electronically July 29, 1997, in File
Nos. 333-19271, 333-19271-01, and 333-19271-02.)
Exhibit B -- Underwriting Agreement dated July 28, 1997.
(Designated in Form 8-K dated July 28, 1997, as
Exhibit 1.)
Exhibit C -- Second Supplemental Indenture dated as of
August 1, 1997 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 July 28, 1997, as Exhibit 4.2.)
Exhibit D -- Opinion of Beggs & Lane dated August 11, 1997.
Dated August 11, 1997 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit D
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
904-432-2451
August 11, 1997
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Gulf 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 the Company of
$20,000,000 aggregate principal amount of its Series B 7.50% Junior Subordinated
Notes due June 30, 2037 (the "Junior Subordinated Notes").
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 Maine and is duly admitted to do business under
the laws of the States of Florida, Georgia and Mississippi;
(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 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, as amended, 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/Beggs & Lane
