CERTIFICATE OF NOTIFICATION
Filed by
GULF POWER COMPANY
Pursuant to order of the Securities and Exchange Commission dated May 14, 1998
in the matter of File No. 70-9171.
--------------
Gulf Power Company (the "Company") hereby certifies to said Commission, pursuant
to Rule 24, as follows:
1. On June 24, 1998, the issuance by the Company of $50,000,000
aggregate principal amount of its Series A 6.70% Senior Insured Quarterly Notes
due June 30, 2038 (the "Series A Notes"), pursuant to the First Supplemental
Indenture dated as of June 24, 1998, supplementing the Senior Note Indenture
dated as of January 1, 1998 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 order with
respect thereto.
2. Filed herewith are the following exhibits:
Exhibit A -- Copy of the prospectus supplement with respect to
the Series A Notes, dated June 17, 1998. (Filed
electronically June 18, 1998, in File Nos. 333-42033,
333-42033-01 and 333-42033-02.)
Exhibit B -- Underwriting Agreement with respect to the Series A
Notes dated June 17, 1998. (Designated in Form 8-K dated
June 17, 1998, as Exhibit 1.1.)
Exhibit C -- Senior Note Indenture dated as of January 1, 1998
between the Company and The Chase Manhattan Bank, as
Trustee, and First Supplemental Indenture dated as of June
24, 1998. (Designated in Form 8-K dated June 17, 1998, as
Exhibits 4.1 and 4.2.)
Exhibit F -- Opinion of Beggs & Lane, A Registered Limited
Liability Partnership, dated June , 1998.
Dated June 30, 1998 GULF POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit F
Beggs & Lane
A Registered Limited Liability Partnership
3 West Garden Street
Pensacola, Florida 32501
850-432-2451
June 30, 1998
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. 70-9171
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
$50,000,000 aggregate principal amount of its Series A 6.70% Senior Insured
Quarterly Notes due June 30, 2038 (the "Series A 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 as a
foreign corporation in 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 the transactions have been complied with;
(d) the Series A 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.
<PAGE>
Securities and Exchange Commission
June 30, 1998
Page 2
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
