Exhibit F
Troutman Sanders LLP
Attorneys At Law
Bank of America Plaza
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308
404-885-3000
September 5, 2000
Securities and Exchange Commission
Washington, DC 20549
RE: The Southern Company
Statement on Form U-1
File No. 70-9035
Ladies and Gentlemen:
We are familiar with the statement on Form U-1 referred to above and
are furnishing this opinion with respect to the proposed granting of Incentive
Stock Options, Nonqualified Stock Options, Stock Appreciation Rights and
Restricted Stock and the issuance and sale by The Southern Company ("Southern")
of additional shares of its common stock, par value $5 per share, pursuant to
the Southern Company Performance Stock Plan (the "Plan"), as described in such
statement on Form U-1.
We are of the opinion that Southern is a validly organized and duly
existing corporation under the laws of the State of Delaware and that, upon the
issuance of your order or orders herein and upon compliance with the applicable
provisions of the Securities Act of 1933, as amended, and the securities or
"Blue Sky" laws of any jurisdiction applicable thereto and in the event that the
proposed transactions by Southern are consummated in accordance with the terms
of the Plan and such order or orders:
(a) all State laws applicable to the proposed transactions by Southern
will have been complied with;
(b) the shares of common stock of Southern which are proposed to be
issued and sold pursuant to the Plan will be validly issued, fully paid
and non-assessable shares of common stock of Southern and the holders
thereof will be entitled to the rights and privileges appertaining
thereto set forth in the Certificate of Incorporation of Southern, as
amended, defining such rights and privileges; and
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Securities and Exchange Commission
September 5, 2000
Page 2
(c) the consummation of the proposed transactions by Southern 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
filing of such statement on Form U-1.
Very truly yours,
/s/ Troutman Sanders LLP
