CERTIFICATE OF NOTIFICATION
Filed by
MISSISSIPPI POWER COMPANY
Pursuant to order of the Securities and Exchange Commission dated May 14, 1998
in the matter of File No. 70-9171.
--------------
Mississippi Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows:
1. On May 19, 1998, the issuance by the Company of $55,000,000
aggregate principal amount of its Series A 6.75% Senior Insured Quarterly Notes
due June 30, 2038 (the "Series A Notes"), pursuant to the First Supplemental
Indenture dated as of May 19, 1998, supplementing the Senior Note Indenture
dated as of May 1, 1998 between the Company and Bankers Trust Company, 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 order with
respect thereto.
2. On May 20, 1998, the issuance by the Company of $35,000,000
aggregate principal amount of its Series B 6.05% Senior Notes due May 1, 2003
(the "Series B Notes"), pursuant to the Second Supplemental Indenture dated as
of May 20, 1998, supplementing the Senior Note Indenture dated as of May 1, 1998
between the Company and Bankers Trust Company, 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 order with respect thereto.
3. Filed herewith are the following exhibits:
Exhibit A -- Copy of the prospectus supplement with respect
to the Series A Notes, dated May 14, 1998, and
accompanying prospectus dated February 9, 1998.
(Filed electronically May 18, 1998, in File Nos.
333-45069, 333-45069-01 and 333-45069-02.)
Exhibit B -- Copy of the prospectus supplement with respect
to the Series B Notes, dated May 14, 1998, and
accompanying prospectus dated February 9, 1998.
(Filed electronically May 18, 1998, in File Nos.
333-45069, 333-45069-01 and 333-45069-02.)
Exhibit C -- Underwriting Agreement with respect to the
Series A Notes dated May 14, 1998. (Designated in
Form 8-K dated May 14, 1998, as Exhibit 1(a).)
Exhibit D -- Form of Proposal for the purchase of the Series
B Notes, including Purchase Contract attached thereto
as Exhibit B dated May 14, 1998. (Designated in Form
8-K dated May 14, 1998, as Exhibit 1(b).)
<PAGE>
- 2 -
Exhibit E -- Senior Note Indenture dated as of May 1, 1998
between the Company and the Bank of New York, as
Trustee and indentures supplemental thereto through
that dated May 20, 1998. (Designated in Form 8-K
dated May 14, 1997, as Exhibits 4.1, 4.2(a) and
4.2(b).)
Exhibit F -- Opinion of Eaton and Cottrell, P.A. dated June
5, 1998.
Dated June 5, 1998 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Eaton and Cottrell, P.A.
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
601-864-8221
June 5, 1998
Securities and Exchange Commission
Washington, DC 20549
RE: Statement on Form U-1
of Mississippi Power Company
(herein called the "Company") et al.
File No. 70-9171
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
$55,000,000 aggregate principal amount of its Series A 6.75% Senior Insured
Quarterly Notes due June 30, 2038 (the "Series A Notes") and the issuance and
sale by the Company of $35,000,000 aggregate principal amount of its Series B
6.05% Senior Notes due May 1, 2003 (the "Series B 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 Mississippi and is duly admitted to do
business under the laws of the State of Alabama;
(b) the transactions have been consummated in accordance with such
statement on Form U-1, as amended;
(c) all state laws applicable to the transactions have been complied with;
(d) the Series A Notes and Series B 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/Eaton and Cottrell, P.A.
