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
March 9, 2004
Mississippi Power Company
2992 West Beach Boulevard
Gulfport, Mississippi 39501
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Mississippi Power Company (the "Company")
in connection with the Registration Statement, on Form S-3 (Registration
Statement Nos. 333-108156, 333-108156-01 and 333-108156-02) filed with the
Securities and Exchange Commission (the "Commission") and declared effective by
the Commission on September 3, 2003 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), relating to $40,000,000
aggregate principal amount of the Company's Series F Floating Rate Senior Notes
due March 9, 2009 (the "Notes"). The Notes will be issued pursuant to the Senior
Note Indenture dated as of May 1, 1998 between the Company and Deutsche Bank
Trust Company Americas (formerly known as Bankers Trust Company), as trustee
(the "Trustee"), as heretofore supplemented and amended and as further
supplemented and amended by a Sixth Supplemental Indenture dated as of March 9,
2004 (collectively, the "Indenture").
We have examined the Registration Statement and the Indenture, which
has been filed with 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 NORFOLK o RALEIGH o RICHMOND
TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
Mississippi Power Company
March 9, 2004
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 Act 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
Dewey Ballantine LLP
New York, New York
March 9, 2004
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 (Registration Statement Nos. 333-108156,
333-108156-01 and 333-108156-02 ) (the "Registration Statement"), relating to
$40,000,000 aggregate principal amount of Series F Floating Rate Senior Notes
due March 9, 2009 (the "Notes") of Mississippi Power Company (the "Company").
The Notes will be issued pursuant to the Senior Note Indenture dated as of May
1, 1998 between the Company and Deutsche Bank Trust Company Americas (formerly
known as Bankers Trust Company), as trustee (the "Trustee"), as heretofore
supplemented and amended and as further supplemented and amended by a Sixth
Supplemental Indenture dated as of March 9, 2004 (collectively, the
"Indenture").
We have examined the Registration Statement and the Indenture, which
has been filed with the Securities and Exchange 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.
March 9, 2004
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).
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 Securities and Exchange Commission thereunder.
Very truly yours,
/s/Dewey Ballantine LLP
DEWEY BALLANTINE LLP