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.
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Mississippi Power Company (the "Company") hereby certifies to said Commission,
pursuant to Rule 24, as follows:
1. On March 28, 2000, the issuance by the Company of $100,000,000
aggregate principal amount of its Series C Floating Rate Senior Notes due March
28, 2002 (the "Series C Notes"), pursuant to the Third Supplemental Indenture
dated as of March 28, 2000, 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 statement on Form U-1, as amended, and of said order with
respect thereto.
2. Filed herewith are the following exhibits:
Exhibit A -- Prospectus Supplement with respect to the Series
C Notes, dated March 22, 2000. (Filed electronically
March 24, 2000, in File Nos. 333-45069, 333-45069-01
and 333-45069-02.)
Exhibit B -- Underwriting Agreement with respect to the
Series C Notes dated March 22, 2000. (Designated in
Form 8-K dated March 22, 2000, as Exhibit 1.)
Exhibit C -- Third Supplemental Indenture dated as of March
28, 2000 between the Company and Bankers Trust
Company, as Trustee. (Designated in Form 8-K dated
March 22, 2000, as Exhibit 4.2.)
Exhibit D -- Opinion of Eaton and Cottrell, P.A. dated April
4, 2000.
Dated April 4, 2000 MISSISSIPPI POWER COMPANY
By /s/Wayne Boston
Wayne Boston
Assistant Secretary
Exhibit D
Eaton and Cottrell, P.A.
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501-7748
(228) 864-9900
April 4, 2000
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
$100,000,000 aggregate principal amount of its Series C Floating Rate Senior
Notes due March 28, 2002 (the "Series C 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 C 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.
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Eaton and Cottrell, P.A.
Securities and Exchange Commission
April 4, 2000
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/Eaton and Cottrell, P.A.
