Attached files

file filename
8-K - GEORGIA POWER COgpc2012ab8k.htm
EX-12.1 - GEORGIA POWER COgpc-roe.htm
EX-4.2(B) - GEORGIA POWER COgpc2012b-si.htm
EX-1.4(B) - GEORGIA POWER COgpc2012b-ua.htm
EX-5.1(B) - GEORGIA POWER COgpc2012b-tso.htm
EX-1.4(A) - GEORGIA POWER COgpc2012aro-ua.htm
EX-8 - GEORGIA POWER COgpc2012aro-tsto.htm
Exhibit 5.1(a)
 
 
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
 
 
 
 

May 11, 2012


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 additional aggregate principal amount of the Company’s Series 2012A 4.30% Senior Notes due March 15, 2042 (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, including by a Forty-Sixth Supplemental Indenture dated as of March 6, 2012 (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     NEW YORK      NEWARK      NORFOLK     ORANGE COUNTY     PORTLAND
 RALEIGH     RICHMOND     SAN DIEGO     SHANGHAI     TYSONS CORNER     VIRGINIA BEACH     WASHINGTON, DC
 
 
 

 
 
 
Georgia Power Company
May 11, 2012
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, except as may be limited or otherwise affected by 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 Hunton & Williams 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 and the prospectus supplement relating to the Notes.  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 other purpose, without our prior written consent.

Very truly yours,

/s/ Troutman Sanders LLP

Troutman Sanders LLP



 
 

 
Annex I
Hunton&
Williams
 
HUNTON & WILLIAMS LLP
200 PARK AVENUE
NEW YORK, NY  10166-0005
 
 
TEL           212 • 309 • 1000
FAX           212 • 309 • 1100
 
 
 
 
FILE NO: 79424.000003
 
May 11, 2012
 
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 2012A 4.30% Senior Notes due March 15, 2042 (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, including by a Forty-Sixth Supplemental Indenture dated as of March 6, 2012 (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.
 
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
 
 
ATLANTA   AUSTIN   BANGKOK   BEIJING   BRUSSELS   CHARLOTTE   DALLAS   HOUSTON   LONDON   LOS ANGELES
McLEAN   MIAMI   NEW YORK   NORFOLK   RALEIGH   RICHMOND   SAN FRANCISCO   TOKYO   WASHINGTON
www.hunton.com
 
 
 
 
 

 
 
Hunton&
Williams
 
Troutman Sanders LLP
May 11, 2012
Page 2
 
 
Company, except as may be limited or otherwise affected by 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, furnished or quoted by you for any other purpose, without our prior written consent.
 
Very truly yours,

/s/ Hunton & Williams LLP

HUNTON & WILLIAMS LLP