Exhibit 5.2-A
September 26, 2002
Alabama Power Capital Trust IV
c/o Alabama Power Company
600 North 18th Street
Birmingham, Alabama 35291
Re: Alabama Power Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Alabama Power Company, an
Alabama corporation (the "Company"), and Alabama Power Capital Trust IV, a
Delaware statutory trust (the "Trust" ), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust, dated November 27, 1996 as filed
with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on November 27, 1996;
(b) The Certificate of Change of Name of Trustee, filed with the Secretary
of State on August 3, 2000;
(c) The Certificate of Amendment Pursuant to 3807(E) of the Delaware
Business Trust Act, filed with the Secretary of State on July 9, 2001;
(d) The Trust Agreement of the Trust, dated as of November 27, 1996 between
the Company and the trustees of the Trust named therein;
Alabama Power Capital Trust IV
September 26, 2002
Page 2
(e) The Registration Statement (the "Registration Statement") on Form S-3,
including a prospectus with respect to the Trust (the "Prospectus"), filed by
the Company and the Trust with the Securities and Exchange Commission on or
about November 5, 2001 and effective on November 15, 2001, as supplemented by a
Prospectus Supplement dated September 26, 2002 (the "Prospectus Supplement"),
relating to the Flexible Trust Preferred Securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities");
(f) A form of Amended and Restated Trust Agreement for the Trust, to be
entered into between the Company, the trustees of the Trust named therein, and
the holders, from time to time, of the undivided beneficial interests in the
assets of the Trust (including Exhibits A and C thereto) (the "Trust
Agreement"), designated as an exhibit to the Registration Statement;
(g) The Underwriting Agreement, dated September 26, 2002, among the
Company, the Trust, Lehman Brothers Inc. and the other Underwriters listed in
Schedule I thereto; and
(h) A Certificate of Good Standing for the Trust, dated October 2, 2002,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (h) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (h) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
Alabama Power Capital Trust IV
September 26, 2002
Page 3
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred ecurity Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing
as a statutory trust under the Delaware Statutory Trust Act.
2. The Preferred Securities of the Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the Prospectus and the
Prospectus Supplement. In giving the foregoing consents, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other person for any purpose.
Very truly yours,
/s/Richards, Layton & Finger,P.A.