EXHIBIT 5.1
Troutman Sanders LLP
Atlanta, Ga.
June 5, 1997
The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
Southern Company Capital Funding, Inc.
270 Peachtree Street, N.W.
Atlanta, Georgia 30303
Re: Registration Statement on Form S-3
Gentlemen:
We are acting as counsel to The Southern Company ("Southern") and
Southern Company Capital Funding, Inc. ("Capital") in connection with the
preparation of a Registration Statement on Form S-3, including a preliminary
prospectus, filed with the Securities and Exchange Commission (the "Commission")
on May 30, 1997 (File Nos. 333-28187, 333-28187-01 and 333-28187-02) and amended
by Amendment No. 1 filed with the Commission on June 5, 1997 (as so amended, the
"Registration Statement"), for the registration under the Securities Act of
1933, as amended (the "Act"), of (1) Junior Subordinated Notes (the "Junior
Subordinated Notes") to be issued by Capital to Southern Company Capital Trust
III (the "Trust"), (2) Cumulative Quarterly Income Preferred Securities
(liquidation amount $25 per Preferred Security) to be issued by the Trust, (3)
Southern's Preferred Securities Guarantee (as defined in the Registration
Statement) with respect to such Preferred Securities and (4) Southern's Notes
Guarantee (as defined in the Registration Statement) with respect to the Junior
Subordinated Notes. The Junior Subordinated Notes and the Notes Guarantee will
be issued pursuant to a subordinated note indenture, as supplemented, among
Southern, Capital and the trustee named therein (the "Subordinated Note
Indenture") and the Preferred Securities Guarantee will be issued pursuant to a
guarantee agreement between Southern and the trustee named therein (the
"Preferred Securities Guarantee Agreement"), in each case in the respective
forms filed as exhibits to the Registration Statement.
We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, upon the
adoption of appropriate resolutions by the Board of Directors of Capital or a
duly authorized committee thereof, when the Subordinated Note Indenture has been
duly executed and delivered by the proper officers of Southern, Capital and the
trustee named therein, when the Preferred Securities Guarantee Agreement has
been duly executed and delivered by the proper officers of Southern and the
trustee named therein, and when the Junior Subordinated Notes, the Notes
Guarantee and the Preferred Securities Guarantee have been executed,
authenticated and delivered in accordance with the terms of the Subordinated
Note Indenture and the Preferred Securities Guarantee Agreement, as the case may
be, (i) the Notes Guarantee and the Preferred Securities Guarantee will be
valid, binding and legal obligations of Southern (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) and (ii) the
Junior Subordinated Notes will be valid, binding and legal obligations of
Capital (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 attached hereto as Annex I.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
caption "Legal Matters" in 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
TROUTMAN SANDERS LLP
Annex I
Dewey Ballantine
New York, New York
June 5, 1997
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia 30308
Re: Registration Statement on Form S-3
Gentlemen:
We are acting as counsel to the Underwriters in connection with the
preparation of a Registration Statement on Form S-3, including a preliminary
prospectus, filed with the Securities and Exchange Commission (the "Commission")
on May 30, 1997 (File Nos. 333-28187, 333-28187-01 and 333-28187-02) and amended
by Amendment No. 1 filed with the Commission on June 5, 1997 (as so amended, the
"Registration Statement"), for the registration under the Securities Act of
1933, as amended (the "Act"), of (1) Junior Subordinated Notes (the "Junior
Subordinated Notes") to be issued by Southern Company Capital Funding, Inc.
("Capital") to Southern Company Capital Trust III (the "Trust"), (2) Cumulative
Quarterly Income Preferred Securities (liquidation amount $25 per Preferred
Security) to be issued by the Trust, (3) the Preferred Securities Guarantee (as
defined in the Registration Statement) of The Southern Company ("Southern") with
respect to such Preferred Securities and (4) Southern's Notes Guarantee (as
defined in the Registration Statement) with respect to the Junior Subordinated
Notes. The Junior Subordinated Notes and the Notes Guarantee will be issued
pursuant to a subordinated note indenture, as supplemented, among Southern,
Capital and the trustee named therein (the "Subordinated Note Indenture") and
the Preferred Securities Guarantee will be issued pursuant to a guarantee
agreement between Southern and the trustee named therein (the "Preferred
Securities Guarantee Agreement"), in each case in the respective forms filed as
exhibits to the Registration Statement.
We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, upon the
adoption of appropriate resolutions by the Board of Directors of Capital or a
duly authorized committee thereof, when the Subordinated Note Indenture has been
duly executed and delivered by the proper officers of Southern, Capital and the
trustee named therein, when the Preferred Securities Guarantee Agreement has
been duly executed and delivered by the proper officers of Southern and the
trustee named therein, and when the Junior Subordinated Notes, the Notes
Guarantee and the Preferred Securities Guarantee have been executed,
authenticated and delivered in accordance with the terms of the Subordinated
Note Indenture and the Preferred Securities Guarantee Agreement, as the case may
be, (i) the Notes Guarantee and the Preferred Securities Guarantee will be
valid, binding and legal obligations of Southern (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) and (ii) the
Junior Subordinated Notes will be valid, binding and legal obligations of
Capital (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).
This opinion is furnished solely for your benefit in connection with
your rendering an opinion to Southern and Capital 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.
Very truly yours,
/s/Dewey Ballantine
DEWEY BALLANTINE