CERTIFICATE OF NOTIFICATION
filed by
THE SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.
Pursuant to order of the Securities and Exchange Commission date January 17,
1996, in the matter of File No. 70-8715.
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The Southern Development and Investment Group, Inc. ("Development") HEREBY
CERTIFIES to said Commission, pursuant to Rule 24, that effective as of January
19, 1996 the transactions described in the above-mentioned statement on Form
U-1, as amended, were 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.
Filed herewith is the following exhibit:
Exhibit F-1 -- Past tense opinion of Troutman Sanders LLP, counsel to
Development.
Dated: January 29, 1996 SOUTHERN DEVELOPMENT AND INVESTMENT GROUP, INC.
By: /s/ Tommy Chisholm
Tommy Chisholm
Secretary
Exhibit F-1
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
404-885-3000
January 26, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Re: The Southern Development and Investment Group, Inc. -
Form U-1 Application or Declaration (File No. 70-8715)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to
above, as amended, and are furnishing this opinion with respect
to the transaction described therein, as approved by the
Commission's order dated January 17, 1996, pursuant to which The
Southern Development and Investment Group, Inc. ("Development"),
a wholly-owned nonutility subsidiary of The Southern Company
("Southern"), a registered holding company, purchased 250,000
shares of the common stock (the "Shares") of ITC Holding Co.,
Inc., a Delaware corporation ("ITC").
We are of the opinion that Development is a validly
organized and duly existing corporation under the laws of the
state in which it is organized, and that:
(a) all state laws applicable to the proposed
transaction (as they relate to Development) have been
complied with;
(b) assuming that the Shares were legally issued in
compliance with all applicable requirements of law and the
governing instruments of ITC, then Development is entitled
to all of the rights and privileges of a common stockholder
of ITC; and
(c) the transaction described above was consummated in
accordance with the statement on Form U-1 and the order of
the Commission approving same dated January 17, 1996, and
did not and will not violate the legal rights of the holders
of any securities issued by Development or any associate
company thereof.
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Securities and Exchange Commission
January 26, 1996
Page 2
We hereby consent to the use of this opinion in connection
with the filing of such statement on Form U-1, and to the filing
thereof with the Commission at the time of the filing by
Development of a certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders LLP
Troutman Sanders LLP
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