Exhibit D


                                  Beggs & Lane
                   A Registered Limited Liability Partnership
                         Attorney and Counsellors At Law
                              Post Office Box 12950
                          Pensacola, Florida 32576-2950
                                 (850) 432-2451


                                October 29, 2001





Securities and Exchange Commission
Washington, DC 20549

RE:      Statement on Form U-1
         of Gulf Power Company
         (herein called the "Company") et al.
         File No. 70-9171

Ladies and Gentlemen:

We have read the statement on Form U-1, as amended, referred to above and are
furnishing this opinion with respect to the issuance and sale by the Company of
$75,000,000 aggregate principal amount of its Series D 6.10% Senior Notes due
September 30, 2016 (the "Series D Notes").

We are of the opinion that:

(a)       the Company is validly organized and duly existing as a corporation
          under the laws of the State of Maine and is duly admitted to do
          business as a foreign corporation in the States of Florida, Georgia
          and Mississippi;

(b)       the subject transactions have been consummated in accordance with such
          statement on Form U-1, as amended;

(c)       all state laws applicable to the transactions have been complied with;

(d)       the Series D Notes are valid and binding obligations of the Company in
          accordance with their terms; and

(e)       the consummation of the transactions did not violate the legal rights
          of the holders of any securities issued by the Company or any
          associate company thereof.







Securities and Exchange Commission
October 29, 2001
Page 2




We hereby give our written consent to the use of this opinion in connection with
the above-mentioned statement on Form U-1, as amended, and to the filing thereof
with the Commission at the time of the filing by the Company of its certificate
pursuant to Rule 24.


                                Very truly yours,


                                 /s/Beggs & Lane