Exhibit 5.2-A
Richards, Layton & Finger
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
(302) 651-7700
November 8, 2006
Southern Company Capital Trust VII
c/o The Southern Company
30 Ivan Allen Jr. Blvd., N.W.
Atlanta, Georgia 30308
Re: Southern Company Capital Trust VII
Ladies and Gentlemen:
We have acted as special Delaware counsel for The Southern
Company (the "Company") and Southern Company Capital Trust VII, a Delaware
statutory trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated September 28, 1998, as filed
with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on September 28, 1998, as amended by the Certificate of
Amendment to Certificate of Trust, dated November 6, 2006, as filed with the
office of the Secretary of State on November 6, 2006 (as amended, the
"Certificate of Trust");
(b) The Trust Agreement of the Trust, dated as of September 28, 1998, between
the Southern Company Capital Funding, Inc. ("Capital Funding") and the trustee
of the Trust named therein, as amended and restated by the Amended and Restated
Trust Agreement, dated as of November 3, 2006, among Capital Funding, the
Company and the trustee of the Trust named therein;
(c) The Registration Statement (the "Registration Statement") on Form S-3,
including a prospectus with respect to the Trust (the "Prospectus"), relating to
the Preferred Securities of the Trust representing preferred undivided
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), filed by the
Southern Company Capital Trust VII
November 8, 2006
Page 2
Company and the Trust with the Securities and Exchange Commission on or about
November 8, 2006;
(d) A form of Amended and Restated Trust Agreement for the Trust, to be entered
into among the Company, the trustees of the Trust named therein and the holders,
from time to time, of the undivided beneficial interests in the assets of the
Trust (including Exhibits A and C thereto) (the "Trust Agreement"), attached as
an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated November 6, 2006,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement and the Certificate of Trust are in full force and effect and
have not been amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a certificate for such Preferred Security in the form
prescribed by the Trust Agreement and the payment for such Preferred Security,
in accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Trust Agreement and the Registration Statement.
We have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
Southern Company Capital Trust VII
November 8, 2006
Page 3
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good standing as a
statutory trust under the Delaware Statutory Trust Act.
2. The Preferred Securities of the Trust will represent valid and, subject to
the qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the Trust, will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We note that the Preferred Security Holders may be
obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby 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
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.
Very truly yours,
/s/Richards Layton & Finger PA
CDK