Exhibit 5.2
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
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
December 6, 2006
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 (Registration Statement
Nos. 333-138480, 333-138480-01 and 333-138480-02) (the "Registration Statement")
relating to $110,000,000 aggregate principal amount of the Company's Series M
5.300% Senior Notes due December 1, 2016 (the "Notes"). The Notes will be issued
pursuant to the Senior Note Indenture dated as of January 1, 1998 between the
Company and The Bank of New York (as successor to 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
Thirteenth Supplemental Indenture dated as of December 6, 2006 (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.
ATLANTA o HONG KONG o LONDON o NEW YORK o NORFOLK o RALEIGH
RICHMOND o TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
Gulf Power Company
December 6, 2006
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 (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.
The attorneys in this firm that are rendering this opinion 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
ANNEX I
[DEWEY BALLANTINE LETTERHEAD]
December 6, 2006
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.
333-138480, 333-138480-01 and 333-138480-02) (the "Registration Statement"),
relating to $110,000,000 aggregate principal amount of Gulf Power Company's (the
"Company") Series M 5.300% Senior Notes due December 1, 2016 (the "Notes"). The
Notes will be issued pursuant to the Senior Note Indenture dated as of January
1, 1998 between the Company and The Bank of New York (as successor to 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 Thirteenth Supplemental Indenture dated as of December 6, 2006
(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.
December 6, 2006
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 (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