EX-25.1 5 a2198947zex-25_1.htm EXHIBIT 25.1
QuickLinks -- Click here to rapidly navigate through this document


Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM T-1



STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) o



U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368
(I.R.S. Employer Identification No.)

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices)

 

55402
(Zip Code)



Jack Ellerin
U.S. Bank National Association
1349 West Peachtree Street
Suite 1050
Atlanta, Georgia 30309
(404) 898-8830
(Name, address and telephone number of agent for service)

Oglethorpe Power Corporation
(An Electric Membership Corporation)
(exact name of obligor as specified in its charter)

Georgia
(State or other jurisdiction of
incorporation or organization)
  58-1211925
(I.RS. Employer Identification No.)

2100 East Exchange Place
Tucker, Georgia
(Address of principal executive offices)

 

30084-5336
(Zip Code)



First Mortgage Bonds
(Title of the indenture securities)


Item 1.    General information.

        Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency
      Washington, D.C.

      Federal Deposit Insurance Company
      Washington, D.C.

      The Board of Governors of the Federal Reserve System
      Washington, D.C.

    (b)
    Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2.    Affiliations with Obligor.

        If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

Items 3.—14.    Items 3—14 are not applicable because, to the best of the knowledge of U.S. Bank National Association (the "Trustee") the obligor is not in default under any indenture under which the Trustee acts as trustee.

Item 15.    Item 15 is not applicable because the Trustee is not a foreign trustee.

Item 16.    List of Exhibits.

    List below all exhibits filed as a part of this statement of eligibility; provided that exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and 17 C.F.R. 229.10(d).

    1.
    A copy of the articles of association of the Trustee as now in effect. (Exhibit 25.1 to Amendment No. 2 to Form S-4, Registration Number 333-128217, filed by Revlon Consumer Products Corp.)

    2.
    A copy of the certificate of authority of the Trustee to commence business, is contained in the articles of association referred to in Paragraph 1 above.

    3.
    A copy of the authorization of the Trustee to exercise corporate trust powers. (Exhibit 25.1 to Form S-3ASR, Registration Number 333-155592, filed by ONEOK, Inc.)

    4.
    A copy of the existing by-laws of the Trustee as now in effect. (Exhibit 4 to Exhibit 25.1 to Form S-3, Registration Number 333-160020, filed by The Phoenix Companies, Inc.)

    5.
    A copy of each indenture referred to in Item 4, if the obligor is in default.

    Not Applicable.

    6.
    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.
    A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on March 31, 2010, attached as Exhibit 7.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, State of Georgia, on the 27th day of May, 2010.

    U.S. BANK NATIONAL ASSOCIATION

 

 

By:

 

/s/ JACK ELLERIN

Jack Ellerin
Vice President

Exhibit 6

CONSENT OF TRUSTEE

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 27, 2010

    U.S. BANK NATIONAL ASSOCIATION

 

 

By:

 

/s/ JACK ELLERIN

Jack Ellerin
Vice President

Exhibit 7
REPORT OF CONDITION
U.S. Bank National Association
Statement of Financial Condition
As of March 31, 2010
(000's)

 
  03/31/2010  

ASSETS

       

Cash and balances due from depository institutions

  $ 8,396,049  

Securities

    45,269,095  

Federal funds sold and securities purchased under agreements to resell

    3,774,651  

Loans and lease financing receivables

    180,918,939  

Trading assets

    1,093,896  

Premises and fixed assets (including capitalized leases)

    2,220,060  

Other real estate owned

    1,726,653  

Investments in unconsolidated subsidiaries and associated companies

    67,633  

Intangible assets

    13,355,160  

Other assets

    20,687,148  
       

Total assets

  $ 277,509,284  
       

LIABILITIES

       

Deposits

  $ 194,167,405  

Federal funds purchased and securities sold under agreements to repurchase

    9,849,249  

Trading liabilities

    362,519  

Other borrowed money

    31,906,386  

Subordinated notes and debentures

    7,629,967  

Other liabilities

    6,648,045  
       

Total liabilities

  $ 250,563,571  

EQUITY CAPITAL

       

Common stock

  $ 18,200  

Surplus

    12,642,020  

Retained earnings

    12,673,897  

Noncontrolling (minority) interests in consolidated subsidiaries

    1,611,596  
       

Total equity capital

  $ 26,945,713  
       

Total liabilities and equity capital

  $ 277,509,284  
       



QuickLinks

SIGNATURE