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
August 30, 2005
Gulf Power Company
One Energy Place
Pensacola, Florida 32520-0102
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Gulf Power Company (the "Company") in
connection with the Registration Statement on Form S-3, as amended (Registration
Statement Nos. 333-118060, 333-118060-01 and 333-118060-02) (the "Registration
Statement"), relating to $60,000,000 aggregate principal amount of the Company's
Series L 5.65% Senior Notes due September 1, 2035 (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, N.A. (formerly known as The Chase
Manhattan Bank), as trustee (the "Trustee"), as heretofore supplemented and
amended and as further supplemented and amended by a Twelfth Supplemental
Indenture dated as of August 30, 2005 (collectively, the "Indenture").
We have examined the Registration Statement and the Indenture, which
has been filed with the Securities and Exchange Commission (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 legally
binding obligation of the Trustee.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
Gulf Power Company
August 30, 2005
Page 2
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 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. 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 Securities Act of 1933, as amended, 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 1
August 30, 2005
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, as amended (Registration Statement Nos.
333-118060, 333-118060-01 and 333-118060-02) (the "Registration Statement"),
relating to $60,000,000 aggregate principal amount of Gulf Power Company's (the
"Company") Series L 5.65% Senior Notes due September 1, 2035 (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, N.A. (formerly known as The
Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore supplemented
and amended and as further supplemented and amended by a Twelfth Supplemental
Indenture dated as of August 30, 2005 (collectively, the "Indenture").
We have examined the Registration Statement and the Indenture, which
has been filed with the Securities and Exchange Commission (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 legally
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. 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 Commission thereunder.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
DEWEY BALLANTINE LLP