CERTIFICATE OF NOTIFICATION
Filed by
THE SOUTHERN COMPANY
Pursuant to order of the Securities and Exchange Commission dated
January 25, 1994, in the matter of File No. 70-8181.
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The Southern Company (the "Company") hereby certifies to
said Commission, pursuant to Rule 24, as follows with respect to
the transactions described particularly in Amendment No. 3 (Post-
Effective No. 1) and Amendment No. 4 (Post-Effective No. 2)
herein:
1. On February 28, 1994, there were distributed to holders
of record of shares of common stock of the Company at
the close of business on February 7, 1994 a certificate
or certificates representing one additional share of
common stock for each share held of record at the close
of business on said record date, and all transactions
relating thereto 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.
2. Filed herewith is the following exhibit:
Exhibit A - Opinion of Troutman Sanders, dated March 4,
1994.
Dated March 4, 1994 THE SOUTHERN COMPANY
By /s/Tommy Chisholm
Tommy Chisholm
Secretary
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EXHIBIT A
TROUTMAN SANDERS
600 PEACHTREE STREET, SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3000
March 4, 1994
Securities and Exchange Commission
Washington, D.C. 20549
RE: Statement on Form U-1 of
The Southern Company
File No. 70-8181
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
transaction described particularly in Amendment No. 3 (Post-
Effective No. 1) and Amendment No. 4 (Post-Effective No. 2) to
such statement relating to the issuance and distribution by The
Southern Company ("Southern") of additional shares of its common
stock, as described therein.
We are of the opinion that:
(a) Southern is a validly organized and duly existing
corporation under the laws of the State of Delaware;
(b) all State laws applicable to such transaction by
Southern have been complied with;
(c) the additional shares of common stock of Southern
issued and distributed to the holders of outstanding
shares are validly issued, fully paid and nonassessable
shares of Southern and the holders thereof are entitled
to the rights and privileges appertaining thereto set
forth in the certificate of incorporation of Southern,
as amended; and
(d) the consummation of such transaction by Southern did
not violate the legal rights of the holders of any
securities issued by Southern or any associate company
thereof.
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Securities and Exchange Commission
March 4, 1994
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 and to the filing thereof with the Commission at the time of
the filing by Southern of its certificate pursuant to Rule 24.
Very truly yours,
/s/Troutman Sanders
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