Attached files
| file | filename |
|---|---|
| 8-K - GULF POWER CO | gulf8k2010a.htm |
| EX-4.2 - GULF POWER CO | x4-2.htm |
| EX-1.3 - GULF POWER CO | x1-3.htm |
| EX-12.1 - GULF POWER CO | x12-1.htm |
Exhibit
5.2
 |
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
|
April 13,
2010
Gulf
Power Company
One
Energy Place
Pensacola,
Florida 32520-0786
Re: Registration Statement
on Form S-3
Ladies
and Gentlemen:
We have acted as counsel to Gulf Power
Company (the “Company”) in connection with the Registration Statement on Form
S-3 (Registration Statement No. 333-149664) (the “Registration Statement”)
relating to $175,000,000 aggregate principal amount of the Company’s Series
2010A 4.75% Senior Notes due April 15, 2020 (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 the Sixteenth Supplemental Indenture dated as of April 13, 2010
(collectively, the “Indenture”).
We have examined the Registration
Statement and the Indenture, which has been filed with the Securities and
Exchange Commission (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
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
Gulf
Power Company
April 13,
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 and 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 Securities Act of 1933,
as amended, 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
|
April 13,
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. 333-149664) (the “Registration
Statement”) relating to $175,000,000 aggregate principal amount of Gulf Power
Company’s (the “Company”) 4.75% Series 2010A Senior Notes due April 15, 2020
(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 Sixteenth Supplemental
Indenture dated as of April 13, 2010 (collectively, the
“Indenture”).
We have
examined the Registration Statement and the Indenture, which has been filed with
the Securities and Exchange Commission (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
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
April 13, 2010
Page
2
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.
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 solely 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. 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. In giving our
consent to your attaching this opinion to the opinion being rendered by you, we
do not thereby admit that we came 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/ Dewey
& LeBoeuf LLP
DEWEY
& LEBOEUF LLP