TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP








                ATLANTA o HONG KONG o LONDON o NORFOLK o RICHMOND
                TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP


                              BANK OF AMERICA PLAZA
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                                 March 22, 2002



Mississippi Power Company
2992 West Beach
Gulfport, Mississippi  39501

         Re:  Mississippi Power Capital Trust II Trust Originated Preferred
Securities


Ladies and Gentlemen:

         We are acting as counsel to Mississippi Power Company in connection
with the issuance by Mississippi Power Capital Trust II (the "Trust") of
1,400,000 7.20% Trust Originated Preferred Securities (the "Preferred
Securities"). In that connection, reference is made to (i) the registration
statement under the Securities Act of 1933, as amended (the "Act"), of
Mississippi Power Company, the Trust and Mississippi Power Capital Trust III on
Form S-3 (Registration Nos. 333-45069, 45069-01 and 45069-02) filed with the
Securities and Exchange Commission (the "Commission") on January 28, 1998, and
declared effective by the Commission on February 9, 1998 (the "Registration
Statement"), (ii) the prospectus dated February 9, 1998 (the "Prospectus")
included in the Registration Statement and (iii) the prospectus supplement dated
March 15, 2002 (the "Final Supplemented Prospectus") relating to the Preferred
Securities. Capitalized terms not otherwise defined herein shall have the
meaning specified in the Prospectus and the Final Supplemented Prospectus.

         We have examined the Prospectus, the Final Supplemented Prospectus and
such other documents and corporate records as we have deemed necessary or
appropriate for purposes of this opinion. In addition, we have assumed that the
Preferred Securities will be issued in accordance with the operative documents
described in the Prospectus and the Final Supplemented Prospectus.

         Based on the foregoing, we are of the opinion that the statements of
law and legal conclusions contained in the Final Supplemented Prospectus set
forth under the caption "Certain Federal Income Tax Consequences" 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 Consequences" in the Prospectus Supplement.
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.

                                                          Very truly yours,