Attached files
file | filename |
---|---|
8-K - GEORGIA POWER CO | ga2010a8k.htm |
EX-4.2 - GEORGIA POWER CO | ex4-2.htm |
EX-1.4 - GEORGIA POWER CO | ex1-4.htm |
EX-12.1 - GEORGIA POWER CO | ex12-1.htm |
Exhibit 5.1
Troutman Sanders LLP
TROUTMAN
SANDERS LLP
Attorneys
at Law
Bank
of America Plaza
600
Peachtree Street, NE
Suite
5200
Atlanta,
Georgia 30308-2216
404.885.3000
telephone
404.885.3900
facsimile
troutmansanders.com
|
March 16,
2010
Georgia
Power Company
241 Ralph
McGill Boulevard, N.E.
Atlanta,
Georgia 30308-3374
Re: Registration Statement
on Form S-3
Ladies
and Gentlemen:
We have acted as counsel to Georgia
Power Company (the “Company”) in connection with the Registration Statement on
Form S-3 (Registration Statement No. 333-165133) filed with the Securities and
Exchange Commission (the “Commission”) on March 1, 2010 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Act”), relating
to $350,000,000 aggregate principal amount of the Company’s Series 2010A
Floating Rate Senior Notes due March 15, 2013 (the “Notes”). The
Notes will be issued pursuant to the Senior Note Indenture dated as of January
1, 1998 between the Company and The Bank of New York Mellon (as successor to
JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as
trustee (the “Trustee”), as heretofore supplemented and amended and as further
supplemented and amended by a Fortieth Supplemental Indenture dated as of March
16, 2010 (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 CHICAGO HONG
KONG LONDON NEW
YORK NEWARK NORFOLK ORANGE
COUNTY
RALEIGH RICHMOND SAN
DIEGO SHANGHAI TYSONS
CORNER VIRGINIA
BEACH WASHINGTON, DC
Georgia Power Company
March 16, 2010
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 (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 & LeBoeuf LLP
attached hereto as Annex I.
The attorneys in this firm that are
rendering this opinion 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, 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
Annex I | |
Dewey &
LeBoeuf LLP
1301 Avenue of the Americas
New York, NY
10019-6092
|
|
tel +1 212
259 8000
fax +1 212
259 6333
|
March 16,
2010
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 No. 333-165133) (the “Registration
Statement”) relating to $350,000,000 aggregate principal amount of Georgia Power
Company’s (the “Company”) Series 2010A Floating Rate Senior Notes due March 15,
2013 (the “Notes”). The Notes will be issued pursuant to the Senior
Note Indenture dated as of January 1, 1998 between the Company and The Bank of
New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as
The Chase Manhattan Bank)), as trustee (the “Trustee”), as heretofore
supplemented and amended and as further supplemented and amended by a Fortieth
Supplemental Indenture dated as of March 16, 2010 (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.
New
York | London multinational
partnership | Washington,
DC
Albany | Almaty | Beijing | Boston | Brussels | Chicago | Doha | Dubai
Frankfurt | Hong
Kong | Houston | Johannesburg (pty )
ltd. | Los
Angeles | Madrid | Milan | Moscow
Paris
multinational
partnership | Riyadh affiliated
office | Rome | San
Francisco | Silicon
Valley | Warsaw
|
Troutman Sanders LLP
March 16, 2010
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 (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 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. In giving our consent to your attaching this opinion to the
opinion being rendered by you, 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 Securities and
Exchange Commission thereunder. 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
& LeBoeuf LLP
DEWEY
& LEBOEUF LLP