File No. 70-8947
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 1
to
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
GULF POWER COMPANY
500 Bayfront Parkway
Pensacola, Florida 32501
(Name of company or companies filing this statement
and addresses of principal executive offices)
THE SOUTHERN COMPANY
(Name of top registered holding company parent of
each applicant or declarant)
Warren E. Tate
Secretary and Treasurer
Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida 32501
(Names and addresses of agents for service)
The Commission is requested to mail signed copies of all orders, notices
and communications to the above agents for service and to:
W. L. Westbrook John D. McLanahan, Esq.
Financial Vice President Troutman Sanders
The Southern Company 600 Peachtree Street, N.E.
270 Peachtree Street, N.W. Suite 5200
Atlanta, Georgia 30303 Atlanta, Georgia 30308-2216
<PAGE>
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
F - Opinion of Beggs & Lane, counsel for Gulf.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated December 10, 1996 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
904-432-2451
December 10, 1996
Securities and Exchange Commission
Washington, DC 20549
Re: Statement on Form U-1 of
Gulf Power Company
File No. 70-8947
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above and are
furnishing this opinion with respect to the proposed borrowing from time to time
prior to January 1, 2004, by Gulf Power Company ("Gulf") of up to an aggregate
principal amount not to exceed $300,000,000 at any one time outstanding to be
evidenced by notes payable to lenders or commercial paper in the form of
promissory notes.
We are of the opinion that Gulf is validly organized and duly existing as a
corporation under the laws of the State of Maine and is duly authorized to do
business as a foreign corporation under the laws of the States of Florida,
Georgia and Mississippi and that upon the issuance of your order herein and in
the event that the proposed transactions are consummated in accordance with such
statement on Form U-1 and such order:
(a) all State laws applicable to the proposed transactions by Gulf will
have been complied with;
(b) the notes evidencing such borrowings will be valid and binding
obligations of Gulf in accordance with their terms; and
(c) the consummation of such proposed transactions by Gulf will not
violate the legal rights of the holders of any securities issued by
Gulf 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.
Very truly yours,
/s/Beggs & Lane
