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
FACSIMILE: 404-885-3900
January 23, 2004
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. 333-105815, 333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04)
filed with the Securities and Exchange Commission (the "Commission") on June 4,
2003 and declared effective by the Commission on June 25, 2003 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), relating to (1) $206,185,575 aggregate principal amount of the Company's
Series G 5 7/8% Junior Subordinated Notes due January 15, 2044 (the "Junior
Subordinated Notes"), (2) 8,000,000 5 7/8% Trust Preferred Securities of Georgia
Power Capital Trust VII 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 January 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 Fifth Supplemental Indenture
dated as of January 23, 2004 (collectively, the "Subordinated Note Indenture").
The Guarantee will be issued pursuant to a Guarantee Agreement dated as of
January 1, 2004 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
ATLANTA o HONG KONG o LONDON o NORFOLK o RALEIGH o RICHMOND
TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
Georgia Power Company
January 23, 2004
Page 2
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 legally 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
laws 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 and "Legal Opinions" in the prospectus supplement dated
January 15, 2004. 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
Dewey Ballantine LLP
New York, New York
January 23, 2004
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.
333-105815, 333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04 (the
"Registration Statement") relating to (1) $206,185,575 aggregate principal
amount of Series G 5 7/8% Junior Subordinated Notes due January 15, 2044 (the
"Junior Subordinated Notes") of Georgia Power Company (the "Company"), (2)
8,000,000 5 7/8% Trust Preferred Securities (Liquidation Amount $25 per
Preferred Security) (the "Trust Preferred Securities") of Georgia Power Capital
Trust VII (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 Fifth Supplemental Indenture dated as of January 23, 2004
(collectively, the "Subordinated Note Indenture"). The Guarantee will be issued
pursuant to a Guarantee Agreement dated as of January 1, 2004 between the
Company and JPMorgan Chase Bank (the "Guarantee Trustee").
We have examined the Registration Statement, 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
January 23, 2004
Page 2
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 legally 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