Exhibit F-4
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
(850) 432-2451
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 Gulf Power Company ("Gulf"), 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 Gulf is validly organized and duly existing
as a corporation under the laws of the State of Maine 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 Gulf will
have been complied with; and
(b) the consummation of the proposed transactions by Gulf will not
violate the legal rights of the holders of any securities issued by Gulf 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/Beggs & Lane
