Attached files
| file | filename |
|---|---|
| EX-12.2 - EXHIBIT 12.2 - ALABAMA POWER CO | ex12-2apc6302017.htm |
| EX-12.1 - EXHIBIT 12.1 - ALABAMA POWER CO | ex12-1apc6302017.htm |
| EX-8.1 - EXHIBIT 8.1 - ALABAMA POWER CO | ala8kex8-1_2017preferred.htm |
| EX-4.5 - EXHIBIT 4.5 - ALABAMA POWER CO | ala8kex4-5_2017preferred.htm |
| EX-1.3 - EXHIBIT 1.3 - ALABAMA POWER CO | ala8kex1-3_2017preferred.htm |
| 8-K - 8-K - ALABAMA POWER CO | apc8k2017preferred.htm |
Exhibit 5.1
1710 Sixth Avenue North . P.O. Box 306 (35201). Birmingham, AL 35203-2015 www.balch.com | ||
 | ||
September 8, 2017
Alabama Power Company
600 North 18th Street
Birmingham, AL 35203
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Alabama Power Company (the “Company”) in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-216229) filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2017 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to 10,000,000 shares of the Company’s 5.00% Class A Preferred Stock, Cumulative, Par Value $1 Per Share (Stated Capital $25 Per Share) (the “Class A Preferred Stock”) issued pursuant to the Joint Agreement between Alabama Power Company, Gulf Electric Company and Houston Power Company dated October 3, 1927 pursuant to which the Company was formed (as heretofore amended, including the amendment setting forth the rights and preferences of the Class A Preferred Stock dated September 7, 2017, the “Charter”).
We have examined the Registration Statement, the Charter and minutes of proceedings of the Board of Directors of the Company authorizing the issuance of the Class A Preferred Stock. 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.
Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the shares of Class A Preferred Stock are legally issued, fully paid and
ALABAMA | FLORIDA | GEORGIA | MISSISSIPPI | WASHINGTON, DC
Alabama Power Company
September 8, 2017
Page 2
non-assessable shares of the Company and the holders thereof are entitled to all the rights and preferences set forth in the Charter.
We are members of the State Bar of Alabama and we do not express any opinion herein concerning any law other than the law of the State of Alabama and the federal law of the United States.
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 relied upon, furnished or quoted by you for any other purpose, without prior written consent.
Very truly yours, | |
/s/Balch & Bingham LLP | |