Exhibit 5.1

                              Balch & Bingham LLP
                             Gulfport, Mississippi



                                  April 7, 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 1,200,000 Depositary
Shares (the "Depositary Shares"), each representing one-fourth of a share of
5.25% Series Preferred Stock, Cumulative, Par Value $100 Per Share of the
Company (the "Preferred Stock"). We have examined copies of the Articles of
Incorporation and the Bylaws of the Company, the amendment pursuant to which the
terms of the Preferred Stock are included and the Deposit Agreement among the
Company, SunTrust Bank, as depositary (the "Depositary"), and the holders of the
Depositary Receipts to be issued thereunder, pursuant to which the Depositary
Shares are issued.

         We have 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 Deposit Agreement is the valid and
legally binding obligation of the Depositary.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Preferred Stock has
been duly executed by the Company and is validly issued, fully paid and
non-assessable.

         We are members of the State Bar of Mississippi and we do not express
any opinion herein concerning any law other than the law of the State of
Mississippi.

         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/Balch & Bingham LLP

                                                     BALCH & BINGHAM LLP