Exhibit F-3
Troutman Sanders LLP
Bank of America Plaza
600 Peachtree Street, N.E., suite 5200
Atlanta, Georgia 30308
404-885-3000
December 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Statement on Form U-1 of The Southern Company, et al.
(File No. 70-9701)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, referred to
above and, as counsel to Georgia Power Company ("Georgia"), are furnishing this
opinion with respect to the proposed transactions contemplated in connection
with the formation of NewCo (as defined in such statement on Form U-1) as
described in such statement on Form U-1.
We are of the opinion that Georgia is validly organized and duly
existing as a corporation under the laws of the State of Georgia and that, upon
the issuance of your order herein and in the event that the proposed
transactions are consummated in accordance with such statement on Form U-1 and
such order:
(a) all state laws applicable to the proposed transactions by Georgia
will have been complied with; and
(b) the consummation of the proposed transactions by Georgia will not
violate the legal rights of the holders of any securities issued by Georgia or
any associate company thereof.
We hereby consent to the use of this opinion in connection with the
above-referenced statement on Form U-1.
Very truly yours,
/s/Troutman Sanders LLP
