Attached files
| file | filename |
|---|---|
| 8-K - 8-K - GULF POWER CO | gulf8-k2014a9x14.htm |
| EX-1.3 - EXHIBIT - GULF POWER CO | gulf8-k2014aex1x3.htm |
| EX-12.1 - EXHIBIT - GULF POWER CO | ex12-1gulf6302014.htm |
| EX-4.2 - EXHIBIT - GULF POWER CO | gulf8-k2014aex4x2.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 | |
September 23, 2014
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. 333-188623) (the “Registration Statement”), relating to 200,000,000 aggregate principal amount of the Company’s Series 2014A 4.55% Senior Notes due October 1, 2044 (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 as further supplemented by a Twenty-First Supplemental Indenture dated as of September 23, 2014 (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 BEIJING CHARLOTTE CHICAGO HONG KONG NEW YORK NORFOLK ORANGE COUNTY PORTLAND
RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC
Gulf Power Company
September 23, 2014
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 and, with respect to matters of Florida law, we have relied on the opinion of Beggs & Lane, a Registered Limited Liability Partnership attached hereto as Annex II.
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 federal law of the United States and, to the extent set forth herein, the laws of the States of Florida and 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 Securities Act of 1933, as amended, or the rules and regulations of the 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/ Troutman Sanders LLP
Annex I
 | Hunton & Williams LLP 200 Park Avenue New York, NY 10166-0005 Tel 212 309 1000 Fax 212 309 1100 |
File No: 79442.000011 | |
September 23, 2014
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. 333-188623) (the “Registration Statement”), relating to $200,000,000 aggregate principal amount of Gulf Power Company’s (the “Company”) Series 2014A 4.55% Senior Notes due October 1, 2044 (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 as further supplemented by a Twenty-First Supplemental Indenture dated as of September 23, 2014 (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 AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Troutman Sanders LLP
September 23, 2014
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.
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 addition, Beggs & Lane, a Registered Limited Liability Partnership (“Beggs & Lane”), may rely on this opinion with respect to matters of New York law in connection with the delivery of its opinion to be attached as an annex to your opinion. This opinion may not be relied
upon by you or Beggs & Lane 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 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/ Hunton & Williams LLP
Annex II
E. DIXIE BEGGS 1908-2001 BERT H. LANE 1917 -1981 |  | POST OFFICE BOX 12950 PENSACOLA, FL 32591-2950 Telephone (850) 432-2451 FAX (850) 469-3331 |
September 23, 2014
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 Gulf Power Company (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-188623) (the “Registration Statement”), relating to $200,000,000 aggregate principal amount of the Company’s Series 2014A 4.55% Senior Notes due October 1, 2044 (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 as further supplemented by a Twenty-First Supplemental Indenture dated as of September 23, 2014 (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
Troutman Sanders LLP
September 23, 2014
Page 2
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 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 to your opinion as Annex I.
We are members of the Florida Bar and we do not express any opinion herein concerning any law other than the laws of the State of Florida, and, to the extent set forth herein, the laws 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 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/Beggs & Lane
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