Exhibit F-1
Troutman Sanders LLP
Bank of America Plaza
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
404-885-3000
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 (i) the proposed
acquisition by The Southern Company ("Southern") of the capital stock the SPV
(as defined in such statement on Form U-1), (ii) the proposed borrowings by the
SPV to be evidenced by commercial paper to lenders in the form of promissory
notes, (iii) the proposed borrowings by each of Georgia Power Company
("Georgia") and Savannah Electric and Power Company ("Savannah") from the SPV
pursuant to the financial services agreement described in such statement on Form
U-1 and (iv) the proposed guarantee by Georgia of loans from the SPV to Southern
Electric Generating Company ("SEGCO").
We are of the opinion that Southern is validly organized and duly
existing as a corporation under the laws of the State of Delaware, that each of
Georgia and Savannah is validly organized and duly existing as a corporation
under the laws of the State of Georgia and that, upon the issuance of your order
herein and in the event that the proposed transactions by Southern, Georgia and
Savannah 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,
Georgia and Savannah will have been complied with;
(b) Southern will legally acquire the capital stock of the SPV;
(c) the commercial paper notes issued by the SPV to lenders will be
valid and binding obligations of the SPV in accordance with their terms;
(d) the borrowings by each of Georgia and Savannah pursuant to the
financial services agreement will be valid and binding obligations of Georgia
and Savannah, as the case may be, in accordance with their terms;
(e) any guarantee of SEGCO's indebtedness by Georgia will be a valid
and binding obligation of Georgia in accordance with its terms; and
(f) the consummation of the proposed transactions by Southern, Georgia
and Savannah will not violate the legal rights of the holders of any securities
issued by Southern, Georgia or Savannah 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/Troutman Sanders LLP
