Alabama Power Company
November 20, 2002
Page 2
Exhibit 5.1(b)
November 20, 2002
Alabama Power Company
600 North 18th Street
Birmingham, AL 35291
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Alabama Power Company (the "Company") in
connection with the Registration Statement on Form S-3 (Registration Statement
Nos. 333-100721, 333-100721-01, 333-100721-02 and 333-100721-03) filed with the
Securities and Exchange Commission (the "Commission") on October 24, 2002 and
declared effective by the Commission on November 6, 2002 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), relating
to $100,000,000 aggregate principal amount of the Company's Series R 4.70%
Senior Notes due December 1, 2010 (the "Notes"). The Notes will be issued
pursuant to the Senior Note Indenture dated as of December 1, 1997 between the
Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee (the "Trustee"), as amended and supplemented by an Eighteenth
Supplemental Indenture dated as of November 26, 2002 (collectively, the
"Indenture").
We have examined the Registration Statement and also the Indenture,
which has been filed with the Commission as an exhibit to the Registration
Statement. We have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We have also assumed that the Indenture is the valid and legal
binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Notes are valid,
binding and legal obligations of the Company enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and to general principles of equity, whether
considered in a proceeding at law or in equity). In rendering the foregoing
opinion, with respect to matters of New York law, we have relied on the opinion
of Dewey Ballantine LLP attached hereto as Annex I.
We are members of the State Bar of Alabama and we do not express any
opinion herein concerning any law other than the law of the State of Alabama and
the federal law of the United States and, to the extent set forth herein, the
law of the State of New York.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the statements with respect to
our name under the heading "Legal Matters" in the prospectus forming part of the
Registration Statement. In giving the foregoing consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
This opinion may not be furnished or quoted to, or relied upon by, any other
person for any purpose, without our prior written consent.
Very truly yours,
/s/ Balch & Bingham LLP
Annex I
October 24, 2002
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to the prospective underwriters in connection
with the preparation of a Registration Statement on Form S-3, including a
preliminary prospectus (the "Registration Statement"), which is to be filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), for the registration under the Act of (1)
First Mortgage Bonds to be issued by the Company, (2) Class A Preferred Stock to
be issued by the Company, (3) Senior Notes (the "Senior Notes") to be issued by
the Company, (4) Junior Subordinated Notes (the "Junior Subordinated Notes") to
be issued by the Company, (5) Trust Preferred Securities to be issued by Alabama
Power Capital Trust VI, Alabama Power Capital Trust VII and Alabama Power
Capital Trust VIII and (6) the Company's Guarantees (as defined in the
Registration Statement) with respect to such Trust Preferred Securities. The
Senior Notes will be issued pursuant to a senior note indenture, dated as of
December 1, 1997, as supplemented, between the Company and the trustee named
therein (the "Senior Note Indenture"), the Junior Subordinated Notes will be
issued pursuant to a subordinated note indenture, dated as of January 1, 1997,
as supplemented, between the Company and the trustee named therein (the
"Subordinated Note Indenture") and the Guarantees will be issued pursuant to
separate guarantee agreements, each between the Company and the trustee named
therein (the "Guarantee Agreements"), in each case in the respective forms filed
as exhibits to the Registration Statement.
We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or "blue sky" laws of various jurisdictions, and upon the
adoption of appropriate resolutions by the Board of Directors of the Company or
a duly authorized committee thereof, when the Senior Notes, the Junior
Subordinated Notes and the Guarantees have been issued and sold upon the terms
specified in the orders of the Alabama Public Service Commission, when the
Senior Note Indenture and any supplemental indenture to be entered into in
connection with the issuance of the Senior Notes, the Subordinated Note
Indenture and any supplemental indenture to be entered into in connection with
the issuance of the Junior Subordinated Notes or the Guarantee Agreements, as
applicable, have been duly executed and delivered by the proper officers of the
Company and the trustees named therein, and when the Senior Notes and the Junior
Subordinated Notes, as the case may be, have been executed, authenticated and
delivered in accordance with the terms of the Senior Note Indenture, and the
Subordinated Note Indenture, as applicable, the Senior Notes, the Junior
Subordinated Notes and the Guarantees will be valid, binding and legal
obligations of the Company, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally from time to time in force and to general principles of equity,
whether considered in a proceeding at law or in equity.
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded and (ii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.
We are members of the State Bar of New York and we do not express any
opinion concerning any law other than the law of the State of New York.
This opinion is furnished solely for your benefit in connection with
your rendering an opinion to the Company to be filed as Exhibit 5.1 to the
Registration Statement and we hereby consent to your attaching this opinion as
an annex to such opinion. In giving the foregoing consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
thereunder. This opinion may not be relied upon by you for any other purpose, or
quoted to or relied upon by any other person, firm or entity for any purpose,
without our prior written consent.
Very truly yours,
/s/ Dewey Ballantine LLP
DEWEY BALLANTINE LLP