EXHIBIT 8.1

                              TROUTMAN SANDERS LLP
                     600 PEACHTREE STREET, N.E., SUITE 5200
                          ATLANTA, GEORGIA 30308-2216
                                 (404) 885-3000





                                 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 in  connection  with the
preparation  of a  Registration  Statement on Form S-3,  including a preliminary
prospectus  and form of preliminary  prospectus  supplement  (the  "Registration
Statement"),  which has been filed with the Securities  and Exchange  Commission
(the "Commission").

         We hereby  confirm our opinion that the statements as to matters of law
and legal  conclusions set forth under the caption  "Certain  Federal Income Tax
Considerations" in the form of preliminary prospectus supplement included in the
Registration Statement are correct in all material respects.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the  Registration  Statement  and to the use of our name under the
heading "Certain Federal Income Tax  Considerations"  in the form of preliminary
prospectus supplement 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.

                                                     Very truly yours,



                                                     /s/TROUTMAN SANDERS LLP