SOUTHERN POWER CO - FORM 8-K - EX-5.1

Attached files

file	filename
8-K - SOUTHERN POWER CO	sopo2011a8k.htm
EX-4.4 - SOUTHERN POWER CO	x4-4.htm
EX-1.2 - SOUTHERN POWER CO	x1-2.htm
EX-12.1 - SOUTHERN POWER CO	x12-1.htm

Exhibit 5.1

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

September 22, 2011

Southern Power Company

30 Ivan Allen Jr. Boulevard

Atlanta, Georgia 30308

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Southern Power Company (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-162985) filed with the Securities and Exchange Commission (the “Commission”) on November 9, 2009 and declared effective by the Commission on November 24, 2009 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to $300,000,000 aggregate principal amount of the Company’s Series 2011A 5.150% Senior Notes due September 15, 2041 (the “Notes”). The Notes will be issued pursuant to the Senior Note Indenture dated as of June 1, 2002 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as heretofore supplemented and as further supplemented by a Fourth Supplemental Indenture dated as of September 22, 2011 (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 PORTLAND

RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC

Southern Power Company

September 22, 2011

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 General Corporation Law of the State of Delaware, 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

T +1 212 259 8000

F +1 212 259 6333

September 22, 2011

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. 333-162985) (the “Registration Statement”) relating to $300,000,000 aggregate principal amount of Southern Power Company’s (the “Company”) Series 2011A 5.150% Senior Notes due September 15, 2041 (the “Notes”). The Notes will be issued pursuant to the Senior Note Indenture dated as of June 1, 2002 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as heretofore supplemented and as further supplemented by a Fourth Supplemental Indenture dated as of September 22, 2011 (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.

Dewey & LeBoeuf LLP is a New York limited liability partnership.

Troutman Sanders LLP

September 22, 2011

Page 2

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.

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 enforceable against the Company in accordance with their terms (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 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

SOUTHERN POWER CO - FORM 8-K - EX-5.1 - September 22, 2011

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