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
November 6, 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 (1) $309,279,000 aggregate principal amount of the Company's Series F Junior
Subordinated Notes due November 1, 2042 (the "Junior Subordinated Notes"), (2)
3,000,000 Flexible Trust Preferred Securities of Georgia Power Capital Trust VI
and (3) the Company's Guarantee (as defined in the Registration Statement) with
respect to the Trust Preferred Securities (the "Guarantee"). The Junior
Subordinated Notes will be issued pursuant to the Subordinated Note Indenture
dated as of June 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 a Fourth Supplemental Indenture dated as of November 6, 2002
(collectively, the "Subordinated Note Indenture"). The Guarantee will be issued
pursuant to a Guarantee Agreement dated as of November 1, 2002 between the
Company and JPMorgan Chase Bank (the "Guarantee Trustee").
We have examined the Registration Statement and also the Subordinated Note
Indenture and the Guarantee Agreement, which have been filed with the Commission
as exhibits 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: (1) the Subordinated Note Indenture is the valid and legal binding
obligation of the Trustee and (2) the Guarantee is a valid and legally binding
obligation of the Guarantee Trustee.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the Junior Subordinated Notes and the
Guarantee 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 October 30, 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
November 6, 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 (1) $309,279,000 aggregate principal
amount of Series F Junior Subordinated Notes due November 1, 2042 (the "Junior
Subordinated Notes") of Georgia Power Company (the "Company"), (2) 300,000
Flexible Trust Preferred Securities (Five Year Initial Fixed Rate Period)
(Liquidation Amount $1,000 per Preferred Security) (the "Trust Preferred
Securities") of Georgia Power Capital Trust VI (the "Trust") and (3) the
Company's Guarantee (as defined in the Registration Statement) with respect to
the Trust Preferred Securities (the "Guarantee"). The Junior Subordinated Notes
will be issued pursuant to the Subordinated Note Indenture dated as of June 1,
1997 between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Indenture Trustee"), as heretofore
supplemented and as further supplemented by a Fourth Supplemental Indenture
dated as of November 6, 2002 (collectively, the "Subordinated Note Indenture").
The Guarantee will be issued pursuant to a Guarantee Agreement dated as of
November 1, 2002 between the Company and JPMorgan Chase Bank (the "Guarantee
Trustee").
We have examined the Registration Statement and the
Subordinated Note Indenture and the Guarantee Agreement, which have been filed
with the Securities and Exchange Commission as exhibits 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
the 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: (1) the Subordinated Note Indenture
is the valid and legal binding obligation of the Indenture Trustee and (2) the
Guarantee is a valid and legally binding obligation of the Guarantee Trustee.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that the Junior
Subordinated Notes and the Guarantee 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. In giving our consent
to your attaching this opinion to the opinion being rendered by you, we do not
thereby admit that we came 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.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
DEWEY BALLANTINE LLP