Exhibit F-2
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
(850) 432-2451
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
Gulf Power Company ("Gulf") 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 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 by
Gulf 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;
(b) the borrowings by Gulf pursuant to the financial services agreement
will be valid and binding obligations of Gulf in accordance with their terms;
and
(c) 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
