EXHIBIT 5.1
Beggs & Lane
Seventh Floor Blount Building
3 West Garden Street
Pensacola, Florida 32501
850-432-2451
May 1, 2001
Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida 32501
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to Gulf Power Company (the "Company") in
connection with the preparation of a Registration Statement on Form S-3,
including a preliminary prospectus, filed with the Securities and Exchange
Commission (the "Commission") on May 1, 2001 (the "Registration Statement"), for
registration under the Securities Act of 1933, as amended (the "Act"), of (1)
Junior Subordinated Notes (the "Junior Subordinated Notes") to be issued by the
Company, (2) Trust Preferred Securities to be issued by Gulf Power Capital Trust
III and Gulf Power Capital Trust IV, (3) the Company's Guarantees (as defined in
the Registration Statement) with respect to such Trust Preferred Securities, and
(4) Senior Notes (the "Senior Notes") to be issued by the Company. The Junior
Subordinated Notes will be issued pursuant to the Subordinated Note Indenture,
dated as of January 1, 1997, as supplemented, between the Company and The Chase
Manhattan Bank, as trustee (the "Subordinated Note Indenture"), the Guarantees
will be issued pursuant to separate guarantee agreements between the Company and
the trustees named therein (the "Guarantee Agreements") and the Senior Notes
will be issued pursuant to the Senior Note Indenture, dated as of January 1,
1998, as supplemented, between the Company and The Chase Manhattan Bank, as
trustee (the "Senior Note Indenture"), in each case in the respective forms
filed as exhibits to the Registration Statement.
We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, and upon the
adoption of appropriate resolutions by the Board of Directors of the Company,
when the Junior Subordinated Notes, the Guarantees and the Senior Notes have
been issued and sold upon
Gulf Power Company
May 1, 2001
Page 2
the terms specified in an appropriate order of the Florida Public Service
Commission, when the Subordinated Note Indenture, the Guarantee Agreements and
the Senior Note Indenture have been duly executed and delivered by the proper
officers of the Company and the trustees named therein, and when the Junior
Subordinated Notes, the Guarantees and the Senior Notes have been executed,
authenticated and delivered in accordance with the terms of the Subordinated
Note Indenture, the Guarantee Agreements and the Senior Note Indenture, as the
case may be, the Junior Subordinated Notes, the Guarantees and the Senior Notes
will be valid, binding and legal obligations of the Company (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.
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security (i) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded and (ii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.
We are members of the State Bar of Florida and we do not express any
opinion herein concerning any law other than the law of the State of Florida 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 as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
captions "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,
/s/Beggs & Lane
BEGGS & LANE
Annex I
Dewey Ballantine LLP
New York, New York
May 1, 2001
Beggs & Lane
PO BOX 12950
Pensacola, Florida 32576-2950
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel to the prospective underwriters in connection
with the preparation of a Registration Statement on Form S-3, including a
preliminary prospectus, filed with the Securities and Exchange Commission (the
"Commission") on May 1, 2001 (the "Registration Statement"), for the
registration under the Securities Act of 1933, as amended (the "Act"), of (1)
Junior Subordinated Notes (the "Junior Subordinated Notes") to be issued by Gulf
Power Company (the "Company"), (2) Trust Preferred Securities to be issued by
Gulf Power Capital Trust III and Gulf Power Capital Trust IV, (3) the Company's
Guarantees (as defined in the Registration Statement) with respect to such Trust
Preferred Securities and (4) Senior Notes (the "Senior Notes") to be issued by
the Company. The Junior Subordinated Notes will be issued pursuant to the
Subordinated Note Indenture, dated as of January 1, 1997, as supplemented,
between the Company and the The Chase Manhattan Bank, as trustee (the
"Subordinated Note Indenture"), the Guarantees will be issued pursuant to
separate guarantee agreements between the Company and the trustees named therein
(the "Guarantee Agreements") and the Senior Notes will be issued pursuant to the
Senior Note Indenture, dated as of January 1, 1998, as supplemented, between the
Company and The Chase Manhattan Bank (the "Senior Note Indenture"), in each case
in the respective forms filed as exhibits to the Registration Statement.
We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, and upon the
adoption of appropriate resolutions by the Board of Directors of the Company or
a duly authorized committee thereof, when the Junior Subordinated Notes, the
Guarantees and the Senior Notes have been issued and sold upon the terms
specified in an appropriate order of the Florida Public Service Commission, when
the Subordinated Note Indenture, the Guarantee Agreements and the Senior Note
Indenture have been duly executed and delivered by the proper officers of the
Company and the trustees named therein, and when the Junior Subordinated Notes,
the Guarantees and the Senior Notes have been executed, authenticated and
delivered in accordance with the terms of the Subordinated Note Indenture, the
Guarantee Agreements and the Senior Note Indenture, as the case may be, the
Junior Subordinated Notes, the Guarantees and the Senior Notes will be valid,
Beggs & Lane
May 1, 2001
Page 2
binding and legal obligations of the Company (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 connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security (i) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded and (ii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.
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