Exhibit F-1
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 relating to the proposal by The Southern Company ("Southern") to, among
other things, form and acquire the stock of and make capital contributions to
NewCo (as defined in such statement on Form U-1), which would then undertake the
construction and ownership of certain electric power generation.
We are of the opinion that Southern is validly organized and duly
existing as a corporation under the laws of the State of Delaware and that, upon
incorporation and organization of NewCo pursuant to the laws of its jurisdiction
of incorporation and 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 Southern
will have been complied with;
(b) any guarantees of NewCo's indebtedness by Southern will be valid
and binding obligations of Southern in accordance with their terms; and
(c) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by Southern 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.
/s/Troutman Sanders LLP
