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, January 14, 1997, January 29, 1997,
February 5, 1997, June 10, 1997, January 16, 1998 and December 7, 1998 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
herein:
1. On February 25, 1999 the issuance and sale by Alabama Power Capital
Trust III ("the Trust"), a Delaware business trust, of 1,000 of its Capital
Auction Preferred Securities (Liquidation amount $50,000 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 $51,550,000 aggregate principal
amount of its Series C Junior Subordinated Notes (the "Junior Subordinated
Notes") due February 28, 2029, pursuant to the Second Supplemental Indenture
dated as of February 25, 1999, 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.
3. The execution by the Company of the Guarantee Agreement, dated as of
February 1, 1999, providing for the guarantee by the Company of certain
obligations of the Trust, in respect of the Capital Auction 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 4, 1998 and
prospectus supplement with respect to the Capital
Auction Preferred Securities, dated February 18,
1999. (Filed electronically February 19, 1999, in
File Nos. 333-67453, 333-67453-01, 333-67453-02 and
333-67453-03.)
Exhibit B - Underwriting Agreement dated February 18, 1999.
(Designated in Form 8-K dated February 18, 1999, File
No. 1-3164 as Exhibit 1.)
Exhibit C - Amended and Restated Trust Agreement, dated as of
February 1, 1999. (Designated in Form 8-K dated
February 18, 1999, File No. 1-3164 as Exhibit 4.5.)
Exhibit D - Supplemental Indenture dated as of February 25,
1999 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 February 18, 1999, File No. 1-3164 as Exhibit
4.2.)
Exhibit E - Guarantee Agreement, dated as of February 1,
1999, with respect to the Capital Auction Preferred
Securities. (Designated in Form 8-K dated February
18, 1999, File No. 1-3164 as Exhibit 4.8.)
Exhibit F - Opinion of Balch & Bingham LLP dated March 2,
1999.
Dated March 2, 1999 ALABAMA POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Balch & Bingham LLP
1901 Sixth Avenue North
Suite 2600
Birmingham, Alabama 35203
March 2, 1999
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 III (the "Trust") of its Capital Auction 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 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;
(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 of the certificate pursuant to Rule 24.
Very truly yours,
/s/ Balch & Bingham LLP
