Attached files
| file | filename |
|---|---|
| EX-1.4 - SOUTHERN CO | x1-4.htm |
| EX-1.3 - SOUTHERN CO | x1-3.htm |
| EX-1.2 - SOUTHERN CO | x1-2.htm |
| EX-1.1 - SOUTHERN CO | x1-1.htm |
| 8-K - SOUTHERN CO | form8k2010dribble.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
|
May 13,
2010
The
Southern Company
30 Ivan
Allen Jr. Boulevard, N.W.
Atlanta,
Georgia 30308
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
We have
acted as counsel to The Southern Company, a Delaware corporation (the
“Company”), in connection with the above-referenced Registration Statement on
Form S-3 (Registration Statement No. 333-159072) (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), relating to the
registration pursuant to the provisions of the Securities Act of 10,000,000
shares (the “Shares”) of the Company’s common stock, par value $5 per share, for
issuance pursuant to the separate Sales Agency Financing Agreements, each
dated as of May 13, 2010 (collectively, the “Agreements”), between the Company
and each of Barclays Capital Inc., BNY Mellon Capital Markets, LLC, Citigroup
Global Markets Inc. and Morgan Stanley & Co. Incorporated.
In rendering this opinion, we have
examined the Registration Statement, the Agreements and copies of the Company’s
Certificate of Incorporation, as amended, and Bylaws, each as certified to us by
an officer of the Company. We also have reviewed minutes of
proceedings of the Board of Directors of the Company relating to the issuance
and sale of the Shares and such other documents as we have deemed necessary for
purposes of this opinion. In such examinations, we have assumed the genuineness
of all signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
copies submitted to us, the authenticity of the originals of documents submitted
to us as copies and the due execution and delivery of all documents where due
execution and delivery are prerequisite to the effectiveness
thereof.
Based upon the foregoing examination,
we are of the opinion that, subject to compliance with the pertinent provisions
of the Securities Act and to compliance with such securities or “Blue Sky” laws
of any jurisdiction as may be applicable, when the Shares have been issued in
accordance with the terms of the Agreements, the Shares will be duly and validly
issued, fully paid and non-assessable.
| ATLANTA | CHICAGO | HONG KONG | LONDON | NEW YORK | NEWARK | NORFOLK | ORANGE COUNTY |
| RALEIGH | RICHMOND | SAN DIEGO | SHANGHAI | TYSONS CORNER | VIRGINIA BEACH | WASHINGTON, DC |
The Southern Company
May
13, 2010
Page
2
The attorneys in this firm that are
rendering this opinion letter are members of the Bar of the State of Georgia. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the General Corporation Law of the State of Delaware and
the federal law of the United States of America.
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the statement
with respect to our firm under the caption “Legal Matters” in the prospectus
forming part of the Registration Statement. In giving the foregoing
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.
This opinion may not be relied upon by you for any other purpose, or furnished
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/ Troutman Sanders
LLP