Exhibit F-3
Eaton and Cottrell, P.A.
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501-7748
(228) 864-9900
November 7, 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. 70-9631)
Ladies and Gentlemen:
We are familiar with the statement on Form U-1, as amended, referred to
above and are furnishing this opinion with respect to the proposed borrowings by
Mississippi Power Company ("Mississippi") from the SPV (as defined in such
statement on Form U-1) pursuant to the financial services agreement described in
such statement on Form U-1.
We are of the opinion that Mississippi is validly organized and duly
existing as a corporation under the laws of the State of Mississippi and that,
upon the issuance of your order herein and in the event that the proposed
transactions by Mississippi are consummated in accordance with such statement on
Form U-1 and such order:
(a) all state laws applicable to the proposed transactions by
Mississippi will have been complied with;
(b) the borrowings by Mississippi pursuant to the financial services
agreement will be valid and binding obligations of Mississippi in accordance
with their terms; and
(c) the consummation of the proposed transactions by Mississippi will
not violate the legal rights of the holders of any securities issued by
Mississippi 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/Eaton and Cottrell, P.A.
