-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W1BzrzdATJpWNuKowqVp4J87raXHvADY0orcaxrAe0BFa49DxKc/N9+Gqmhev4DM FED/sR+PLZVx4f6BwqMPJA== 0000092122-05-000386.txt : 20051121 0000092122-05-000386.hdr.sgml : 20051121 20051121133645 ACCESSION NUMBER: 0000092122-05-000386 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 EFFECTIVENESS DATE: 20051121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-10186 FILM NUMBER: 051217381 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 35-CERT 1 cofnseriesc.txt CERTIFICATE OF NOTIFICATION Filed by THE SOUTHERN COMPANY Pursuant to orders of the Securities and Exchange Commission dated June 30, 2004, July 23, 2004 and June 30, 2005 in the matter of File No. 70-10186. -------------- The Southern Company (the "Company") hereby certifies to said Commission, pursuant to Rule 24, as follows: 1. On November 16, 2005, the issuance by Southern Company Capital Funding, Inc. ("Capital Funding") of $250,000,000 aggregate principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the "Series C Notes"), pursuant to the Third Supplemental Indenture dated as of November 16, 2005, supplementing the Senior Note Indenture dated as of February 1, 2002 among Capital Funding, the Company, as guarantor, and The Bank of New York, as Trustee, and the guarantee of the Series C Notes by the Company were carried out in accordance with the terms and conditions of and for the purposes represented by the application, as amended, and of said orders with respect thereto. 2. Filed herewith are the following exhibits: Exhibit A -- Prospectus supplement with respect to the Series C Notes, dated November 8, 2005. (Filed electronically November 10, 2005, in File Nos. 333-65178, 333-65178-01, 333-65178-02 and 333-65178-03.) Exhibit B -- Underwriting Agreement with respect to the Series C Notes dated November 8, 2005. (Designated in Form 8-K, File No. 1-3526, dated November 8, 2005 as Exhibit 1.1.) Exhibit C -- Third Supplemental Indenture to Senior Note Indenture dated as of November 16, 2005, providing for the issuance of the Series C Senior Notes. (Designated in Form 8-K, File No. 1-3526, dated November 8, 2005 as Exhibit 4.2.) Exhibit D -- Opinion of Troutman Sanders LLP, dated November 21, 2005. Dated: November 21, 2005 THE SOUTHERN COMPANY By: /s/Patricia L. Roberts Patricia L. Roberts Assistant Secretary EX-99 2 cofnseriescexd.txt EXHIBIT D Exhibit D 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 FACSIMILE: 404-885-3900 November 21, 2005 Securities and Exchange Commission Washington, DC 20549 RE: Statement on Form U-1 of The Southern Company (herein called the "Company") File No. 70-10186 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 Southern Company Capital Funding, Inc. ("Capital Funding") of $250,000,000 aggregate principal amount of its Series C 5.75% Senior Notes due November 15, 2015 (the "Series C Notes") and the guarantee of the Series C Notes by the Company (the "Guarantee"). We are of the opinion that: (a) each of the Company and Capital Funding is validly organized and duly existing as a corporation under the laws of the State of Delaware; (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 C Notes are valid and binding obligations of Capital Funding in accordance with their terms; (e) the Guarantee is a legal and binding obligation of the Company in accordance with its terms; and (f) 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. ATLANTA o HONG KONG o LONDON o NEW YORK o NORFOLK o RALEIGH RICHMONDo TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C. TROUTMAN SANDERS LLP ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP Securities and Exchange Commission November 21, 2005 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/Troutman Sanders LLP ATLANTA o HONG KONG o LONDON o NEW YORK o NORFOLK o RALEIGH RICHMONDo TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C. -----END PRIVACY-ENHANCED MESSAGE-----