Alabama Power Company
March 14, 2003
Page 6
March 14, 2003
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 $200,000,000 aggregate principal amount of the Company's Series V 5.60%
Senior Notes due March 15, 2033 (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 heretofore supplemented and amended and as further
supplemented and amended by a Twenty-Second Supplemental Indenture dated as of
March 14, 2003 (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
March 14, 2003
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Wachovia Securities, Inc.
One Wachovia Center, TW-8
301 South College Street
Charlotte, North Carolina 28288-0602
As Representatives of the Several Underwriters
ALABAMA POWER COMPANY
Series V 5.60% Senior Notes due March 15, 2033
Ladies and Gentlemen:
We have represented the Underwriters (hereinafter defined) in connection with
(i) the issuance and sale by Alabama Power Company (the "Company") of
$200,000,000 aggregate principal amount of its Series V 5.60% Senior Notes due
March 15, 2033 (the "Notes") pursuant to a Senior Note Indenture dated as of
December 1, 1997, by and between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore
supplemented and as further supplemented by the Twenty-Second Supplemental
Indenture, dated as of March 14, 2003 (collectively, the "Indenture"); and (ii)
the purchase by the Underwriters of the Notes pursuant to the terms of an
Underwriting Agreement (the "Underwriting Agreement") dated March 12, 2003,
among the Company and the underwriters named in Schedule I thereto (the
"Underwriters") for whom you are acting as representatives (the
"Representatives"). This opinion is being delivered to you, as Representatives,
pursuant to Section 5(c)(4) thereof.
All capitalized terms not otherwise defined herein shall have the meanings
set forth in the Underwriting Agreement.
In rendering the opinions expressed below, we have examined the registration
statement on Form S-3 (File Nos. 333-100721, 333-100721-01, 333-100721-02 and
333-100721-03) pertaining to the Notes and certain other securities (the
"Registration Statement"), filed under the Securities Act of 1933, as amended
(the "Act"), and the prospectus of the Company dated November 6, 2002, as
supplemented by a final prospectus supplement dated March 12, 2003 (the "Final
Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference
the Annual Report on Form 10-K of the Company for the fiscal year ended December
31, 2002 (the "Form 10-K") and the Current Reports on Form 8-K of the Company
dated February 5, 2003, February 11, 2003 and March 12, 2003 (the "Exchange Act
Documents"), each as filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
In addition, we have examined, and have relied as to matters of fact upon,
the documents delivered to you at the closing (except the certificate
representing the Notes, of which we have examined a specimen), and we have made
such other and further investigations as we deemed necessary to express the
opinions hereinafter set forth. In such examination, 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 certified or photostatic
copies, and the authenticity of the originals of such latter documents.
The Indenture and the Underwriting Agreement are herein referred to as the
"Agreements."
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion, relying as aforesaid and as to all matters
covered hereby which are governed by or dependent upon the law of the State of
Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof and
addressed to you that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Alabama and has due corporate authority to carry on the public utility business
in which it is engaged and to own and operate the properties used by it in such
business and to enter into and perform its obligations under the Agreements and
the Notes.
2. The execution, delivery and performance by the Company of
the Underwriting Agreement have been duly authorized by all necessary corporate
action and the Underwriting Agreement has been duly executed and delivered by
the Company.
3. All orders, consents, or other authorizations or approvals
of the Alabama Public Service Commission and the Commission legally required for
the issuance and sale of the Notes have been obtained; such orders are
sufficient for the issuance and sale of the Notes; the issuance and sale of the
Notes conform in all material respects with the terms of such orders; and no
other order, consent or other authorization or approval of any Alabama or United
States governmental body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any jurisdiction, as to which
we express no opinion) is legally required for the issuance and sale of the
Notes in accordance with the terms of the Underwriting Agreement.
4. The Indenture has been duly authorized, executed and
delivered by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally binding
instrument of the Company, enforceable against the Company in accordance with
its terms, subject to the qualifications that the enforceability of the
Company's obligations under the Indenture may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and the Indenture conforms as to legal matters in all
material respects to the description thereof in the Final Supplemented
Prospectus.
5. The Notes have been duly authorized and executed by the
Company and, when authenticated by the Trustee in the manner provided in the
Indenture and delivered to and paid for by the Underwriters pursuant to the
Underwriting Agreement, will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, subject
to the qualifications that the enforceability of the Company's obligations under
the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and the Notes conform as to
legal matters in all material respects to the description thereof in the Final
Supplemented Prospectus.
6. The Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended.
We have not independently verified the accuracy, completeness or fairness of
the statements made or included in the Registration Statement, the Final
Supplemented Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraphs 4 and 5 above. In
the course of the preparation by the Company of the Registration Statement, the
Final Supplemented Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company, with
representatives of Deloitte & Touche LLP and with counsel to the Company. Based
upon our examination of the Registration Statement, the Final Supplemented
Prospectus and the Exchange Act Documents, our investigations made in connection
with the preparation of the Registration Statement and the Final Supplemented
Prospectus and our participation in the conferences referred to above, (i) we
are of the opinion that the Registration Statement, as of its effective date,
and the Final Supplemented Prospectus, as of March 12, 2003, complied as to form
in all material respects with the requirements of the Act and the applicable
rules and regulations of the Commission thereunder and that the Exchange Act
Documents, as of their respective dates of filing with the Commission, complied
as to form in all material respects with the relevant requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, except that in each case we express no opinion as to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents, and (ii) nothing came to our attention which gives
us reason to believe that the Registration Statement, as of the date of filing
of the Form 10-K (including the Exchange Act Documents on file with the
Commission as of such date), contained any untrue statement of a material fact
or omitted to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading, or that the Final
Supplemented Prospectus (including the Exchange Act Documents) contained, as of
its date, or contains, on the date hereof, any untrue statement of a material
fact or omitted, as of its date, or omits, on the date hereof, to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that in
each case we express no opinion or belief with respect to the financial
statements or other financial or statistical data contained or incorporated by
reference in the Registration Statement, the Final Supplemented Prospectus or
the Exchange Act Documents and with respect to information set forth in the
Final Supplemented Prospectus under the caption "Description of the Series V
Senior Notes - Book-Entry-Only Issuance - The Depository Trust Company."
We are members of the State Bar of New York and we do not express any opinion
herein concerning any law other than the law of the State of New York and the
federal law of the United States, and to the extent set forth herein, the law of
the State of Alabama.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent except
that Balch & Bingham LLP and Troutman Sanders LLP may rely on this opinion in
giving their opinions pursuant to Section 5 of the Underwriting Agreement,
insofar as such opinions relate to matters of New York law, and Balch & Bingham
LLP may rely on this opinion in giving its opinion pursuant to Sections 102, 302
and 904 of the Indenture, insofar as such opinion relates to matters of New York
law.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
DEWEY BALLANTINE LLP