Exhibit 5.1
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
July 3, 2002
Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Georgia Power Company (the "Company") in
connection with the Registration Statement on Form S-3 (Registration Statement
Nos. 333-57884, 333-57884-01, 333-57884-02, 333-57884-03 and 333-57884-04) filed
with the Securities and Exchange Commission (the "Commission") on March 29, 2001
and declared effective by the Commission on April 12, 2001 (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 J 4.875%
Senior Notes due July 15, 2007 (the "Notes"). The Notes will be issued pursuant
to the Senior Note Indenture dated as of January 1, 1998 between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee
(the "Trustee"), as amended and supplemented by a Tenth Supplemental Indenture
dated as of July 3, 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 Georgia and we do not express any
opinion herein concerning any law other than the law of the State of Georgia 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 Securities and
Exchange 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 and "Legal Opinions" in
the prospectus supplement dated June 27, 2002. 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/Troutman Sanders LLP
TROUTMAN SANDERS LLP
Annex I
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
212-259-8000
July 3, 2002
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308
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. 333-57884,
333-57884-01, 333-57884-02, 333-57884-03 and 333-57884-04) (the "Registration
Statement") relating to $300,000,000 aggregate principal amount of Georgia Power
Company's (the "Company") Series J 4.875% Senior Notes due July 15, 2007 (the
"Notes"). The Notes will be issued pursuant to the Senior Note Indenture dated
as of January 1, 1998 between the Company and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as trustee (the "Trustee"), as amended and
supplemented by a Tenth Supplemental Indenture dated as of July 3, 2002
(collectively, the "Indenture").
We have examined the Registration Statement and also 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 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).
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. 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