Exhibit F-5

                            Eaton and Cottrell, P.A.
                            1310 Twenty Fifth Avenue
                           Gulfport, Mississippi 39501
                                 (228) 864-9900

                                December 21, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.

Washington, D.C.  20549


         Re:      Statement on Form U-1 of The Southern Company, et al.
                  (File No. 70-9701)


Ladies and Gentlemen:


         We are familiar with the statement on Form U-1, as amended, referred to
above and, as counsel to Mississippi Power Company ("Mississippi"), are
furnishing this opinion with respect to the proposed transactions contemplated
in connection with the formation of NewCo (as defined in such statement on Form
U-1) as described in such statement on Form U-1.

         We are of the opinion that Mississippi is validly organized and duly
existing as a corporation under the laws of the State of Mississippi and that,
upon the issuance of your order herein and in the event that the proposed
transactions are consummated in accordance with such statement on Form U-1 and
such order:

         (a) all state laws applicable to the proposed transactions by
Mississippi will have been complied with; and

         (b) the consummation of the proposed transactions by Mississippi will
not violate the legal rights of the holders of any securities issued by
Mississippi or any associate company thereof.

         We hereby consent to the use of this opinion in connection with the
above-referenced statement on Form U-1.

                                Very truly yours,

                           /s/Eaton and Cottrell, P.A.