CERTIFICATE OF NOTIFICATION
filed by
GEORGIA POWER COMPANY
Pursuant to order of the Securities and Exchange Commission
dated July 1, 1991 in the matter of File No. 70-7843, and
supplemental order of the Securities and Exchange Commission
dated July 2, 1991 in the matter of File No. 70-7843.
Georgia Power Company ("Georgia Power") hereby certifies to
said Commission, pursuant to Rule 24, that the following
transactions were carried out in accordance with the terms and
conditions of, and for the purposes represented by, the
Declaration, as amended, and said order with respect thereto:
Sale by Georgia Power to Florida Power & Light Company of
certain undivided ownership interests in Plant Robert W. Scherer
Unit Number Four, the Plant Robert W. Scherer Common Facilities,
the Plant Robert W. Scherer Additional Unit Common Facilities and
the Plant Robert W. Scherer Coal Stockpile for an aggregate sales
price of $613,531,505.
Sale by Georgia Power to Jacksonville Electric Authority of
certain undivided ownership interests in Plant Robert W. Scherer
Unit Number Four, the Plant Robert W. Scherer Common Facilities,
the Plant Robert W. Scherer Additional Unit Common Facilities and
the Plant Robert W. Scherer Coal Stockpile for an aggregate sales
price of $194,641,937.
Filed herewith is the following exhibit:
Exhibit A - Past Tense opinion of Troutman Sanders, counsel
for Georgia Power.
Dated: June 23, 1995
GEORGIA POWER COMPANY
By: /s/Wayne Boston
Wayne Boston
Assistant Secretary
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Troutman Sanders
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
404-885-3000
June 23, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re: Declaration on Form U-1 of
Georgia Power Company (File No. 70-7843)
Ladies and Gentlemen:
We have read the Declaration referred to above, and the
amendments thereto, which relate to, among other things: the sale
by Georgia Power Company ("Georgia Power") to both Florida Power
& Light Company ("FPL") and Jacksonville Electric Authority
("JEA") of certain undivided ownership interests in Plant Robert
W. Scherer Unit Number Four, the Plant Robert W. Scherer Common
Facilities, the Plant Robert W. Scherer Additional Unit Common
Facilities and the Plant Robert W. Scherer Coal Stockpile for an
aggregate sales price of $613,531,505 from FPL and $194,641,937
from JEA.
We are of the opinion that:
(1) Georgia Power is duly organized and validly existing as
a corporation under the laws of the State of Georgia;
(2) the transactions have been consummated in accordance
with such Declaration on Form U-1, as amended, in the manner
described in the certificate pursuant to Rule 24 hereinafter
referred to;
(3) all state laws applicable to the transactions have been
complied with; and
(4) the consummation of the transactions did not violate
the legal rights of the holders of any securities issued by
Georgia Power or any associate company thereof.
We hereby give our written consent to the use of this
opinion in connection with the above mentioned Declaration on
Form U-1, as amended, and to the filing thereof with the
Commission at the time of the filing by Georgia Power of the
certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders
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