EXHIBIT 8.1

                              TROUTMAN SANDERS LLP
                     600 Peachtree Street, N.E., Suite 5200
                           Atlanta, Georgia 30308-2216
                                 (404) 885-3000




                                December 16, 1998


The Southern Company
270 Peachtree Street, N.W.
Atlanta, Georgia  30303

         Re:  Registration Statement on Form S-3 (Nos. 333-64871,
                 333-64871-01, 333-64871-02, 333-64871-03, 333-64871-04)

Ladies and Gentlemen:

         We are acting as counsel to The Southern Company in connection with the
above-referenced Registration Statement on Form S-3, as amended (the
"Registration Statement"), including a preliminary prospectus supplement, filed
with the Securities and Exchange Commission (the "Commission").

         We hereby confirm our opinion that the statements as to matters of law
and legal conclusions set forth under the caption "Certain Federal Income Tax
Considerations" in the preliminary prospectus supplement included in the
Registration Statement 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 Considerations" in the preliminary
prospectus supplement 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 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