EX-5 7 exhibit51.txt OPINION OF TROUTMAN SANDERS LLP TROUTMAN SANDERS LLP ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP ATLANTA o HONG KONG o LONDON o NORFOLK o RICHMOND TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C. TROUTMAN SANDERS LLP ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP BANK OF AMERICA PLAZA 600 PEACHTREE STREET, N.E. - SUITE 5200 ATLANTA, GEORGIA 30308-2216 www.troutmansanders.com TELEPHONE: 404-885-3000 December 13, 2002 Gulf Power Company One Energy Place Pensacola, Florida 32520-0100 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 Nos. 333-59942, 333-59942-01 and 333-59942-02) filed with the Securities and Exchange Commission (the "Commission") on May 1, 2001 and declared effective by the Commission on June 1, 2001 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"), relating to (1) $41,238,000 aggregate principal amount of the Company's Series E Junior Subordinated Notes due November 30, 2042 (the "Junior Subordinated Notes"), (2) 40,000 Flexible Trust Preferred Securities of Gulf Power Capital Trust IV and (3) the Company's Guarantee (as defined in the Registration Statement) with respect to the Trust Preferred Securities (the "Guarantee"). The Junior Subordinated Notes will be issued pursuant to the Subordinated Note Indenture dated as of January 1, 1997 between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore supplemented and as further supplemented by a Fifth Supplemental Indenture dated as of December 13, 2002 (collectively, the "Subordinated Note Indenture"). The Guarantee will be issued pursuant to a Guarantee Agreement dated as of December 1, 2002 between the Company and JPMorgan Chase Bank (the "Guarantee Trustee"). We have examined the Registration Statement and also the Subordinated Note Indenture and the Guarantee Agreement, which have been filed with the Commission as exhibits 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. Gulf Power Company December 13, 2002 Page 2 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: (1) the Subordinated Note Indenture is the valid and legal binding obligation of the Trustee and (2) the Guarantee is a valid and legally binding obligation of the Guarantee Trustee. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Junior Subordinated Notes and the Guarantee are valid, binding and legal obligations of the Company enforceable against the Company in accordance with their terms (subject to applicable 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 Dewey Ballantine LLP attached hereto as Annex I. We 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 and 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 "Legal Opinions" in the prospectus supplement dated December 5, 2002. 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 purpose, without our prior written consent. Very truly yours, TROUTMAN SANDERS LLP DEWEY BALLANTINE LLP 1301 Avenue of the Americas New York, New York 10019-6092 tel 212 259-8000 fax 212 259-6333 December 13, 2002 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 Nos. 333-59942, 333-59942-01 and 333-59942-02 (the "Registration Statement") relating to (1) $41,238,000 aggregate principal amount of Series E Junior Subordinated Notes due November 30, 2042 (the "Junior Subordinated Notes") of Gulf Power Company (the "Company"), (2) 40,000 Flexible Trust Preferred Securities (Five Year Initial Fixed Rate Period) (Liquidation Amount $1,000 per Preferred Security) (the "Trust Preferred Securities") of Gulf Power Capital Trust IV (the "Trust") and (3) the Company's Guarantee (as defined in the Registration Statement) with respect to the Trust Preferred Securities (the "Guarantee"). The Junior Subordinated Notes will be issued pursuant to the Subordinated Note Indenture dated as of January 1, 1997 between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Indenture Trustee"), as heretofore supplemented and as further supplemented by a Fifth Supplemental Indenture dated as of December 13, 2002 (collectively, the "Subordinated Note Indenture"). The Guarantee will be issued pursuant to a Guarantee Agreement dated as of December 1, 2002 between the Company and JPMorgan Chase Bank (the "Guarantee Trustee"). We have examined the Registration Statement and the Subordinated Note Indenture and the Guarantee Agreement, which have been filed with the Securities and Exchange Commission as exhibits 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 December 13, 2002 Page 2 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 the 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: (1) the Subordinated Note Indenture is the valid and legal binding obligation of the Indenture Trustee and (2) the Guarantee is a valid and legally binding obligation of the Guarantee Trustee. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Junior Subordinated Notes and the Guarantee are valid, binding and legal obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable 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 are members of the State Bar of New York and we do not express any opinion concerning any law other than the law of the State of New York. This opinion is furnished solely 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. This opinion may not be relied upon by you 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 thereby 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. Very truly yours, DEWEY BALLANTINE LLP