Exhibit 5.2-A
Richards, Layton & Finger
Wilmington, Delaware
302-651-7700
January 23, 2004
Georgia Power Capital Trust VII
c/o Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308
Re: Georgia Power Capital Trust VII
Ladies and Gentlemen:
We have acted as special Delaware counsel for Georgia Power
Company, a Georgia corporation (the "Company"), and Georgia Power Capital Trust
VII, a Delaware statutory trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated March 23, 2001 as filed with
the office of the Secretary of State of the State of Delaware (the "Secretary of
State") on March 23, 2001;
(b) The Certificate of Amendment Pursuant to 3807(E) of the Delaware Statutory
Trust Act, filed with the Secretary of State on July 9, 2001;
(c) The Trust Agreement of the Trust, dated as of March 23, 2001, between the
Company and the trustee of the Trust named therein;
(d) The Registration Statement (the "Registration Statement") on Form S-3,
including a prospectus, dated June 25, 2003 (the "Prospectus"), and a Prospectus
Supplement, dated January 15, 2004 (the "Prospectus Supplement"), relating to
the 5-7/8% Trust Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"), filed by the Company
and the Trust with the Securities and Exchange Commission;
(e) The Amended and Restated Trust Agreement for the Trust, dated as of January
1, 2004, between the Company, the trustees of the Trust named therein and the
holders, from time to time, of the undivided beneficial interests in the assets
of the Trust (including Exhibits A and C thereto) (the "Trust Agreement");
Georgia Power Capital Trust VII
January 23, 2004
Page 2
(f) The Underwriting Agreement, dated January 15, 2004, among the Company, the
Trust, Morgan Stanley & Co. Incorporated and the other underwriters listed in
Schedule I thereto; and
(g) A Certificate of Good Standing for the Trust, dated January 23, 2004,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate of Trust, as amended, are in full force and
effect and have not been amended, (ii) except to the extent provided in
paragraph 1 below, the due organization or due formation, as the case may be,
and valid existence in good standing of each party to the documents examined by
us under the laws of the jurisdiction governing its creation, organization or
formation, (iii) the legal capacity of natural persons who are parties to the
documents examined by us, (iv) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Preferred Security is to be issued by
the Trust (collectively, the "Preferred Security Holders") of a certificate for
such Preferred Security in the form prescribed by the Trust Agreement and the
payment for such Preferred Security, in accordance with the Trust Agreement and
the Registration Statement, and (vii) that the Preferred Securities are issued
and sold to the Preferred Security Holders in accordance with the Trust
Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
Georgia Power Capital Trust VII
January 23, 2004
Page 3
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act.
2. The Preferred Securities of the Trust will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus and "Legal Opinions" in the Prospectus Supplement. In giving the
foregoing consents, we do not thereby 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. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person for any purpose.
Very truly yours,
/s/Richards, Layton & Finger
CDK/KAK