Exhibit 5
Balch & Bingham LLP
1901 Sixth Avenue North, Suite 2600
Birmingham, Alabama 35203-2628
(205) 251-8900
(205)226-8799 Fax
November 16, 2004
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. 333-110950, 333-110950-01, 333-110950-02 and 333-110950-03) filed with the
Securities and Exchange Commission (the "Commission") on December 5, 2003 and
declared effective by the Commission on December 19, 2003 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), relating
to $300,000,000 aggregate principal amount of the Company's Series CC 3.50%
Senior Notes due November 15, 2007 (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, N.A. (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-Ninth Supplemental Indenture dated
as of November 16, 2004 (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 legally
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.
Alabama Power Company
November 16, 2004
Page 2
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,
Balch & Bingham LLP
Annex I
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York, New York 10019-6092
tel 212 259-8000 fax 212 259-6333
November 16, 2004
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to the underwriters in connection
with the Registration Statement on Form S-3 (Registration Statement Nos.
333-110950, 333-110950-01, 333-110950-02 and 333-110950-03) (the "Registration
Statement") relating to $300,000,000 aggregate principal amount of Alabama Power
Company's (the "Company") Series CC 3.50% Senior Notes due November 15, 2007
(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, N.A.
(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-Ninth Supplemental Indenture dated as of November 16, 2004 (collectively,
the "Indenture").
We have examined the Registration Statement and the Indenture,
which has been filed with the Securities and Exchange 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 legally
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).
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.
continued on the following page...
Balch & Bingham LLP
November 16, 2004
Page 2
....continued from the preceding page
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 our consent to your attaching
this opinion to the opinion being rendered by you, we do not hereby 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. 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,
DEWEY BALLANTINE LLP