EXHIBIT 5.1-B
                                  BEGGS & LANE
                             POST OFFICE BOX 12950
                         PENSACOLA, FLORIDA 32576-2950
                            TELEPHONE (904) 432-2451



                                January 3, 1997



Gulf Power Company
500 Bayfront Parkway
Pensacola, Florida  32501

         Re:      Registration Statement on Form S-3

Gentlemen:

         We have  acted 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 and preliminary  prospectus  supplement (the
"Registration Statement"), which has been filed with the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of (1) Junior Subordinated Notes (the
"Junior Subordinated Notes") to be issued by the Company, (2) Trust Preferred or
Capital  Securities  to be issued by Gulf  Power  Capital  Trust II, and (3) the
Company's  Guarantee (as defined in the Registration  Statement) with respect to
such Trust Preferred or Capital  Securities.  The Junior Subordinated Notes will
be issued pursuant to a subordinated  note indenture,  as supplemented,  between
the Company and the trustee named therein (the  "Subordinated  Note  Indenture")
and the Guarantee will be issued  pursuant to a guaranty  agreement  between the
Company and the trustee named therein (the "Guaranty  Agreement"),  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,  upon the
adoption of  appropriate  resolutions  by the Board of Directors of the Company,
when the Junior  Subordinated  Notes and the Guarantee have been issued and sold
upon the terms specified in the order of the Florida Public Service  Commission,
when the Subordinated  Note Indenture and the Guaranty  Agreement have been duly
executed and  delivered  by the proper  officers of the Company and the trustees
named  therein,  and when the Junior  Subordinated  Notes and the Guarantee have
been executed,  authenticated  and delivered in accordance with the terms of the
Subordinated  Note Indenture and the  Guarantee,  as the case may be, the Junior
Subordinated  Notes  and  the  Guarantee  will  be  valid,   binding  and  legal
obligations  of the Company  (subject to applicable  bankruptcy,  moratorium and
similar  laws from time to time in force and to  general  principles  of equity,
whether considered in a proceeding at law or in equity).



Gulf Power Company
January 3, 1997
Page 2


         We also  advise you that we have  reviewed  certain  statements  in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1995, as
indicated under the caption  "Experts" in the  prospectus,  as to matters of law
and legal conclusions and, in our opinion, such statements are correct.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
aforementioned  registration statement and to the statements with respect to our
firm under the captions "Legal Matters" and "Experts" in the prospectus.

                                  Very truly yours,

                                  /s/BEGGS & LANE

                                  BEGGS & LANE