thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 2 contracts
Sources: Underwriting Agreement (Gulf Power Co), Underwriting Agreement (Gulf Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, ▇▇▇333-▇▇▇▇▇59942-▇▇ 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001 as supplemented by a final prospectus supplement dated __________March 21, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Maine, Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇ne"), ▇nd relying as to matters of New York law upon t▇▇ ▇▇▇▇▇▇▇▇ini▇▇ ▇ated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2000 as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _____________, _____, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Mississippi and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by ▇▇▇▇Eaton and Cottrell, P.A. and relying as to matters of New York la▇ ▇▇▇n the ▇▇▇▇▇▇▇ dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the th▇ "Registration Statement▇▇▇▇▇▇▇▇▇io▇ ▇▇▇▇▇▇▇▇▇") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _____________, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon the o▇▇▇▇▇n d▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ e date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the t▇▇ "Registration Statement▇▇▇▇▇▇▇▇ti▇▇ ▇▇▇▇▇▇▇▇▇") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaini▇▇ ▇▇ ▇▇▇ ▇▇▇-fe▇▇▇▇ ▇▇▇▇▇ (▇-▇▇ and 333-42033-02) pertaining to the Notes (the he "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199200 _, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New Yor▇ ▇▇▇▇ up▇▇ ▇▇▇▇▇▇▇▇▇▇ opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇333-100721-01, 333-100721-02 and 3▇▇-▇▇▇▇▇▇-▇▇) p▇▇▇▇▇▇▇▇▇ and 333-42033-02) pertaining to ▇▇ the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________March 12, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying a▇ ▇▇▇▇▇ mat▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegistr▇▇▇▇▇ ▇▇▇▇▇▇▇nt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated ________April __, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated April __________ , 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated th▇ ▇▇▇▇▇▇n ▇▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1998, as supplemented by a final supplemental prospectus supplement dated ________December __, 199_ (the "Final Supplemented Prospectus")1998, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1998, June 30, 1998 and September 30, 1998 and the Current Reports on Form 8-K of the Company Company, dated February 11, 1998, March 9, 1998 and December __________ , 1998 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, and as t▇ ▇▇▇ ▇▇t▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters vered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof rendered and addressed to you by y▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPwhich is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, and relying general counsel for the Company, as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ 333-_____ and 333-42033-02333-______ ) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & L▇▇▇"), d▇▇▇▇ the date hereof and addressed to you and as to ▇▇▇ matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ & ▇▇▇▇ ▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ LLP& ▇▇▇▇"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199___ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to the Securities r▇▇▇▇▇▇▇ t▇ ▇▇▇ ▇ecurities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined the registration statement on Form S-3 (Nos. 333-42033, DORSEY & WHITNEY LLP [Letterhead of Dors▇▇ & ▇hit▇▇▇ ▇▇▇-▇▇▇▇▇-▇▇ ] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and 333-42033-02) pertaining Gentlemen: This letter relates to the Notes (the "Registration Statement") filed registration under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K offering of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __$__________ and in aggregate principal amount of ___% Subordinated Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-_____) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in the Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery of this letter, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under said Acts which they were made, not misleading. The limitations inherent in the independent verification of factual matters and the character of determinations involved in expressing the opinions stated hereinregistration process are such, with respect to such mattershowever, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSEY & WHITNEY LLP EXHIBIT D Pursuant to subsection (e) of Section 8 of the Underwriting Agreement, Arthur Andersen LLP shall furnish a letter to the Representative to ▇▇▇ ▇▇f▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thatt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033104449-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________July 10, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July ___, 2003 and July _______ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Maine, Florida and Mississippi upon the opinion of ▇▇▇▇▇ & ▇▇▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ & Lane"), dated the date hereof rendered and addressed to you and as to all matters covered hereby which are governed by or dependent upon the law of the State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ & ▇▇▇▇ ▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ LLP& Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 33333- 64125 and 33-42033, ▇▇▇64125-▇▇▇▇▇-▇▇ and 333-42033-0201) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1996 filed with the Securities and Exchange Commission on ________ ___, 199_ 1996 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 57886 and 333-4203357886-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _February 24, 1998, as supplemented by a final prospectus supplement relating to the Notes dated _______, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus")2001, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2001 and the Current Reports on Form 8-K of the Company dated March 6, 2001 and May __________ , 2001 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes and certain ot▇▇▇ ▇▇▇▇▇▇▇▇es (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________April 24, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ April 21, 2003 and April 24, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to the Securities rela▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇rities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203340629-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02, and 333-100721-03) pertaining ▇▇ ▇▇▇ ▇▇▇-▇▇ (t▇▇ "▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration ▇▇▇ion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thathat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegistr▇▇▇▇▇ ▇▇▇▇▇▇▇nt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated ________April __, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated April __________ , 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lan▇"), dat▇▇ ▇he date hereof and addressed to you and as to a▇▇ ▇▇tters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001, as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement, the Agreement as to Expenses and Liabilities and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida, Maine and Mississippi upon the opinion of Beggs & Lane dated the date hereof rendered and addressed to you by and a form of w▇▇▇▇ is attached as Schedule III-A to the Underwriting Agreement, relying as to matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof and addressed to you and a f▇▇▇ ▇▇ ▇h▇▇▇ ▇▇ attached as Schedule III-B to the Underwriting Agreement, and relying as to all matters covered hereby which are governed by or dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof and addressed ▇▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇ LLP, and relying of which is attached as Schedule IV to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPUnderwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, ▇▇▇333-▇▇▇▇▇59942-▇▇ 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001 as supplemented by a final prospectus supplement dated __________March 21, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports Report on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇ne"), ▇ated the date hereof and addressed to you and a▇ ▇▇ all ▇▇▇ters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________February 9, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _____________, _____, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Mississippi and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon ▇▇▇ opi▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ted the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇▇▇333-100721-01, 333-100721-02 and 333-100721-03) pe▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes ▇▇ ▇he ▇▇▇▇▇ (the ▇▇▇ "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________May 1, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by and add▇▇▇▇▇d t▇ ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thathat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇▇▇333-100721-01, 333-100721-02 and 333-100721-03) pe▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes ▇▇ ▇he ▇▇▇▇▇ (the ▇▇▇ "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________May 1, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying as to matters of ▇▇▇ ▇ork ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ on the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating to re▇▇▇▇▇▇ ▇o ▇▇▇ ▇▇t, the Securities Act of 1933Exchange Act, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated upo▇ ▇▇▇ ▇▇i▇▇▇▇ ▇▇ted the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇▇gi▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes (the ▇▇▇▇ement"Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated ___________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇ ▇ ▇▇r▇ ▇▇ ▇▇ich is attached as Schedule III to the Underwriting Agreement, and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof and addre▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPa form of which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 115381 and 333-42033115381-02) 01), pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________May 21, 199_ 2004 as supplemented by a final prospectus supplement relating to the Notes dated __________December 2, 199_ 2004 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2004, June 30, 2004 and September 30, 2004 and the Current Reports on Form 8-K of the Company dated __________ May 7, 2004, May 18, 2004, May 27, 2004, July 30, 2004, October 25, 2004, November 30, 2004, December 2, 2004 and December 2, 2004 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇-▇▇▇▇▇-▇▇ ▇, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion dated the date hereof rendered to you by ▇▇▇of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized Capitalized terms used but not otherwise defined herein shall have the meanings set forth meaning ascribed thereto in the Underwriting Security and Pledge Agreement (the "Security and Pledge Agreement"), dated the date hereof, by and between you, as collateral agent (the "Collateral Agent"), and ourselves. In rendering We confirm that (i) we have read Sections 4.10 and 10.08 of the opinions expressed belowOld Indenture and Section 18.17 of the Old Pledge Agreement, (ii) we have examined the registration statement on Form S-3 other provisions of the Old Indenture and the Old Pledge Agreement applicable to or in connection with the release of the Liens (Nos. 333-42033as defined in the Old Indenture) upon the Pledged Collateral (as defined in the Old Pledge Agreement), ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02(iii) pertaining in our opinion, we have made such examination or investigation as is necessary to enable us to express an informed opinion as to whether the conditions to the Notes release of such Liens have been satisfied and (iv) in our opinion, the "Registration Statement"Obligations (as defined in the Old Indenture) filed of the Pledgor under the Securities Act Old Indenture and the Old Debentures have been paid in full and satisfied and all conditions to the release of 1933such Liens have been satisfied. Accordingly, you are hereby irrevocably instructed in your capacity as amended Old Trustee to deliver to the Old Collateral Agent a certificate stating that such Obligations have been paid in full and instructing the Old Collateral Agent to execute, deliver, acknowledge and file such instruments of termination, satisfaction or release (including, without limitation, any termination statements) as the "Act")Collateral Agent may direct in order to evidence the release of all Pledged Collateral permitted to be released pursuant to the Old Indenture, and to deliver or cause to be delivered to the prospectus dated ________Collateral Agent all certificates or instruments representing, 199_ as supplemented evidencing or comprising the Pledged Collateral to be held by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which it pursuant to Form S-3 incorporates the Security and Pledge Agreement, accompanied by reference duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Annual Report on Form 10-K Collateral Agent. These instructions may not be countermanded or varied without the prior written consent of Marine Midland Bank, in its capacity as Trustee under the Company for the fiscal year ended Senior Debenture Indenture. By:__________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended __________ [name] [title] By:_____________________________ [name] [title] ANNEX C ------- [Form of Old Collateral Agent's Confirmation] Finlay Enterprises, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Secretary and Corporate Counsel April 24, 1998 Ladies and Gentlemen: Reference is made to your Officers' Certificate, dated the Current Reports on Form 8-K of date hereof. Capitalized terms used but not defined herein shall have the Company dated meaning ascribed thereto therein. We hereby confirm that all fees and expenses owing to us in our capacity as Old Collateral Agent have been paid. By: MARINE MIDLAND BANK By:_____________________________ (the "Exchange Act Documents")[name] [title] ANNEX D ------- [Form of Collateral Agent's Acknowledgment] Finlay Enterprises, each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Secretary and Corporate Counsel ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC c/▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ LLP▇▇▇▇, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPApril 24, that1998 Ladies and Gentlemen: We refer to the Security and Pledge Agreement, dated the date hereof, by and between Finlay Enterprises, Inc. and ourselves (the "Security and Pledge Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Security and Pledge Agreement. We hereby confirm that the certificates and instruments set forth on Schedule I hereto evidencing, representing or comprising the Pledged Collateral, accompanied, in each case, by duly executed instruments of transfer or assignment in blank, have been delivered to us, in our capacity as Collateral Agent, by Marine Midland Bank, in its capacity as Old Collateral Agent. By: MARINE MIDLAND BANK By:_____________________________ [name] [title] SCHEDULE I ---------- PLEDGED SHARES -------------- Issuer Number of Pledged Share Certificate Percentage of ------ ----------------- ----------------- ------------- Shares Number Outstanding ------ ------ ----------- Finlay Fine Jewelry 1000 1 100.000% Corporation PLEDGED NOTES ------------- Maker of Note Payee of Note Final Maturity Original Principal ------------- ------------- -------------- ------------------ Amount ------ None. ANNEX E ------- [Form of Opinion of Counsel]
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and as to matters of Delaware law upon the opinion dated hereof rendered to you by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇333-▇▇▇▇▇67453-▇▇ 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇tion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 4, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ and March 31, 1999 the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the Note▇ (▇▇▇-▇ "▇▇▇▇▇-tr▇▇▇▇▇ and 333-42033-02) pertaining to the Notes (the ▇▇▇▇▇▇▇nt"Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated __________December 6, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated th▇ ▇▇▇nio▇ ▇▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203365178, 333-65178-01, 333-65178-02 and 333-65178-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇eg▇▇▇▇▇-▇▇▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), ) and the related prospectus dated ___________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ___________________ and the Current Reports on Form 8-K of the Company dated ___________________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0233- _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final supplemental prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you you, as to ▇▇▇ mat▇▇▇▇ ▇▇vered hereby which are governed by or dependent upon the laws of the State of Alabama upon the opinion of Troutman Sanders LLP dated the date hereof and addressed to you, and ▇▇ ▇▇ ▇▇l ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters s covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger P.A., dated the date hereof rendered to you by ▇▇and addressed t▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ LLPof which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 57886 and 333-4203357886-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 30, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated ________November __, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2002 and June 30, 2002 and the Current Reports on Form 8-K of the Company dated February 13, 2002, March 28, 2002 and November __________ , 2002 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by ▇▇▇▇of Trou▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇d▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, dated the date hereof and addressed to you that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203359942, ▇▇▇333-▇▇▇▇▇59942-▇▇ 01 and 333-4203359942-02) pertaining to the Notes Preferred Securities (the ▇▇▇ "Registration ▇▇▇▇▇▇▇ation Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________June 1, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement, the Remarketing Agreement, the Underwriting Agreement, the Agreement as to Expenses and Liabilities and the Calculation Agent Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, foregoing and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States of America upon the opinion dated the date hereof rendered to you by Troutman Sanders LLP, as to matters of New York law upon the opinion da▇▇▇ ▇▇▇▇o▇ ▇▇▇▇▇red to you by Dewey Ballantine LLP and as to matters of Delaware law upon the opinion ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered ▇ndered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPRichards, Layton & Finger, P.A., that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 115381 and 333-42033115381-02) 01), pertaining to the Notes Preferred Stock and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2004 as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2004 and the Current Reports on Form 8-K of the Company dated May 7, 2004, May 18, 2004 and __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), and r▇▇▇▇▇▇g a▇ ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇▇tement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________September 5, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003 and June 30, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July 10, 2003 and September __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated upo▇ ▇▇▇ ▇▇i▇▇▇▇ ▇▇ted the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________ _, 199_ 1998 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of ▇▇▇▇▇ & ▇▇▇▇, a Registered Limited Liability Partnership ("▇▇▇▇▇ & Lane"), dated the date hereof rendered and addressed to you and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033138503, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033138503-02) ), pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "“Act"”), and as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated ________January 11, 199_ 2007 (the “Basic Prospectus”) as supplemented by a final preliminary prospectus supplement dated __________March 20, 199_ 2007 (the "Final Supplemented “Pricing Prospectus"”), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act, which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ 2006 and the Current Reports on Form 8-K of the Company dated __________ January 11, 2007, February 5, 2007 and February 20, 2007 (the "“Pricing Exchange Act Documents"”), and a prospectus supplement dated March 20, 2007 (together with the Basic Prospectus, the “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Documents and the Current Report on Form 8-K of the Company dated March 20, 2007 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on March 20, 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "“Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203364871, 333-64871-01, 333-64871-02, 333-▇▇▇▇▇-▇▇ ▇▇d ▇▇▇-▇▇▇▇▇-▇▇), ▇▇ and 333-42033-02) ▇▇▇▇▇▇▇, pertaining to the Notes Common Stock (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2000, as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1999, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ________________________ and the Current Reports on Form 8-K of the Company dated _______________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Common Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-72784-01 and 333-72784-02) per▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the ▇▇ ▇he Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by dat▇ ▇▇▇▇▇eof ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered dressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203375193-02) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, ▇▇▇333-▇▇▇▇▇19271-▇▇ 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistrati▇▇ ▇▇▇▇▇▇▇▇▇") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane dated the date hereof rendered and addressed to you by and as to all m▇▇▇▇▇▇▇▇ s c▇▇▇▇▇▇▇ LLP, and relying as to matters ed hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 46171 and 333-4203346171-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________ _, 199_ 1998, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered to you by ▇▇▇▇▇▇and addressed ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02________________________) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _________________ __, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, and a▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion of Richards, Layton & Finger, dated the date hereof rendered and addressed to you by ▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ LLPich is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosFile No. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02148513) pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "“Act"”), and as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated ________January 8, 199_ 2008 (the “Basic Prospectus”) as supplemented by a final preliminary prospectus supplement dated __________February 26, 199_ 2009 (the "Final Supplemented “Pricing Prospectus"”), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act, which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2008 (the “Pricing Exchange Act Document”), and a prospectus supplement dated February 26, 2009 (together with the Basic Prospectus, the Quarterly Reports on Form 10-Q “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the Company for rules and regulations of the quarters ended ____________ Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Document and the Current Reports Report on Form 8-K of the Company dated __________ February 26, 2009 (the "“Exchange Act Documents"”), each as filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on February 26, 2009 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "“Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP and relying as to matters of New York law upon the ▇▇▇▇ion ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement offering memorandum dated __________, 199_ 2003 (the "Final Supplemented ProspectusOffering Memorandum"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_Indenture, the Quarterly Reports on Form 10-Q of Notes, the Company for the quarters ended ____________ Registration Rights Agreement and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Purchase Agreement. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the Underwriting authenticity of the originals of such latter documents. The Indenture, the Registration Rights Agreement, the Notes and the Purchase Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP and relying as to matters of Florida law upon th▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇on of Beggs & Lane to the Company, that: 1 The Company has ▇▇▇▇ LLP, that:duly organized and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct its business and to own and operate the properties used by it in such business as described in the Offering Memorandum and to enter into and perform its obligations under the Agreements.
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 333-104449-01 and 333-▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02▇) pertaining ▇ertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003, as supplemented by a final prospectus supplement dated __________July 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated __________ March 21, 2003 and July 10, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of Georgia law the States of Maine, Florida and Mississippi upon the federal opinion of Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), dated ▇▇▇ dat▇ ▇▇reof and addressed to you and as to all matters covered hereby which are governed by or dependent upon the law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by ▇▇▇of Troutman Sanders LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇e ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 333-42033, ▇▇▇-33- ▇▇▇▇▇-▇▇ and 333-42033-02Brothers Inc. _______________, 1995 Page 2 _______) pertaining to the Notes Preferred Securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated _______ ___, 199_ as supplemented by a final prospectus supplement dated 1995 filed with the Securities and Exchange Commission on ________ ___, 199_ 1995 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1994, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 1995, June 30, 1995 and September 30, 1995 and the Current Reports Report on Form 8-K of the Company Company, dated __________ February 15, 1995 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, Indenture, Guarantee Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Alabama upon the opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and which are governed by or dependent upon the laws of State of Georgia upon the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP LLP, and as to you of even date with respect to all matters relating to covered hereby which are governed by or dependent upon the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations laws of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are State of the opinion, relying as to matters of Georgia law and the federal law of the United States Delaware upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, that:
Appears in 1 contract
Sources: Underwriting Agreement (Alabama Power Capital Trust I)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 115381 and 333-42033115381-02) 01), pertaining to the Notes Preferred Stock and certain other securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2004, as supplemented by a final prospectus supplement dated __________, 199200_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2003, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2004 and the Current Reports on Form 8-K of the Company dated _May 7, 2004, May 18, 2004 and _________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Georgia law and the federal law of the United States upon the opinion opinions of Troutman Sanders LLP and Bouhan, Williams & Levy LLP dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇n▇ ▇▇▇▇▇ssed to y▇▇ ▇▇▇ f▇▇▇▇ LLP▇▇ whi▇▇ ▇re attached as Schedule I-A and Schedule I-B to the Underwriting Agreement, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203353299-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion dated the date hereof rendered to you by ▇▇▇of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-▇▇▇▇▇72784-▇▇ 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistra▇▇▇▇ ▇▇▇▇▇▇▇nt") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇▇gi▇▇▇▇▇-▇▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002 as supplemented by a final prospectus supplement relating to the Notes dated __________February 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated ▇▇▇ opi▇▇▇▇ ▇▇ted the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & L▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP"), and relying as to matters of New York law upon the opinion dated o▇▇▇▇▇n d▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Purchase Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (NosNo. 33333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-0261845) pertaining to the Notes Preferred Stock (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notescertificates representing the Preferred Stock, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-72784-01 and 333-72784-02) per▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the ▇▇ ▇he Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Balch & Bingham LLP, and relying a▇ ▇▇▇▇▇ mat▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (Nos. 333-4203365178, 333-65178-01, 333-65178-02 and 333-65178-03) pertaining to the N▇▇▇-▇ (▇▇▇ "▇eg▇▇▇▇▇-▇▇▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement▇▇atement") filed under the Securities Act of 1933, as amended (the "Act"), ) and the prospectus dated ___________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ________________________ and the Current Reports on Form 8-K of the Company dated _______________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture In such examination, 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 certified or photostatic copies, and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations authenticity of the Commission under said Acts and in expressing the opinions stated herein, with respect to originals of such matters, we are relying on such opinionlatter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203319271, ▇▇▇333-▇▇▇▇▇19271-▇▇ 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistrati▇▇ ▇▇▇▇▇▇▇▇▇") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________January 10, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1996, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Beggs & Lane and relying as to matters of New York law upon the opinion dated the date ▇▇▇▇d t▇▇ ▇ate hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPDewey Ballantine, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333Nos.333-4203375193, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203375193-02) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________, 199_______ as supplemented by a final the prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, 333-532▇▇-▇▇, ▇▇▇-▇▇▇32▇▇-▇▇ and 333▇▇▇ ▇▇3-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇Dewey B▇▇▇▇▇▇▇▇▇ LLP▇▇▇, that▇hat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 103772 and 333-42033103772-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________April 10, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________December 11, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 and the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated __________ December 2, 2003, December 8, 2003, December 10, 2003 and December 11, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02333-______and 333-______ ) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December, 199_31, 2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇▇▇"), ▇▇▇ relying as to matters of New York law upon the ▇▇▇▇▇▇▇▇▇▇ on dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, 333-104449-01 and 333-▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02▇) pertaining ▇ertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003, as supplemented by a final prospectus supplement dated __________July 14, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003 and the Current Reports on Form 8-K of the Company dated __________ March 21, 2003 and July 10, 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Maine, Florida and Mississippi law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Regis▇▇▇▇▇ Li▇▇▇▇d Liability Partnership ("Beggs & Lane"), and r▇▇▇▇▇▇g a▇ ▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, ▇▇▇333-▇▇▇▇▇67453-▇▇ 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the t▇▇ "Registration ▇▇▇▇▇▇▇▇tion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 4, 199_ 1998 as supplemented by a final prospectus supplement dated ________May __, 199_ 1999 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1998, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 1999 and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated ▇▇▇▇ion ▇▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033104449, ▇▇▇333-▇▇▇▇▇104449-▇▇ 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementReg▇▇▇▇▇▇▇▇▇ ▇▇▇tement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 25, 199_ 2003 as supplemented by a final prospectus supplement dated __________September 5, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2003 and June 30, 2003 and the Current Reports on Form 8-K of the Company dated March 21, 2003, July 10, 2003 and September __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law Maine, Florida and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York Mississippi law upon the opinion dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇▇▇"), ▇▇▇ relying as to matters of New York law upon the ▇▇▇▇▇▇▇▇▇▇ ion dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. Nos.333-75193, 333-42033, ▇▇▇75193-▇▇▇▇▇-▇▇ 01 and 333-4203375193-02) pertaining to the Notes and ce▇▇▇▇▇ ▇▇▇▇▇ securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________, 199_______ as supplemented by a final the prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203367453, 333-67453-01, 333-67453-02 and 333-67453-03) pertaining to the Not▇▇ (▇▇▇ "▇▇▇-is▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the ▇▇▇▇ement"Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 1992000_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by th▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203340629-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 2, 199_ 1997 as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02____________________________) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ___________, 199_ as supplemented by a final the prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 57886 and 333-4203357886-0201) pertaining to the Notes and certain other securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________February 24, 199_ 1998 as supplemented by a final the prospectus supplement dated __________, 199_ 2001 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2001 and the Current Reports on Form 8-K of the Company dated March 6, 2001 and _________________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, other than those of the Company, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying ." Based on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the t▇▇ "Registration Statement▇▇▇▇▇▇▇▇ti▇▇ ▇▇▇▇▇▇▇▇▇") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated ▇▇▇▇ion ▇▇▇▇▇ the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇-▇▇ and 333-4203353299-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ___________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, ▇333-100721-01, 333-100721-02 and 3▇▇-▇▇▇▇▇▇-▇▇) p▇▇▇▇▇▇▇▇▇ and 333-42033-02) pertaining to ▇▇ the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement dated ________March __, 199_ 2003 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, 2002 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended ____________ K") and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered to you by dat▇ ▇▇▇▇▇eof ▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered dressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegis▇▇▇▇▇▇▇ ▇▇▇▇ement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2000 as supplemented by a final prospectus supplement dated __________, 199_ 2000 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199___ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Troutman Sanders LLP to you of even date with respect to matters relating r▇▇▇▇▇▇▇ to the Securities ▇▇▇ ▇▇curities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203340629, ▇▇▇333-▇▇▇▇▇40629-▇▇ 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the th▇ "Registration Statement▇▇▇▇▇▇▇▇▇io▇ ▇▇▇▇▇▇▇▇▇") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 1997, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States State of Alabama upon the opinion of Balch & Bingham LLP dated the date hereof rendered and addressed to you by and as to ▇▇▇▇▇ mat▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters vered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPyou, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203343895, ▇▇▇-▇▇▇▇▇-▇▇ ▇, ▇▇▇-▇▇▇▇▇-▇▇, and 333-4203343895-0203) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion dated the date hereof rendered to you by of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered and addressed to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File Nos. 333-42033138503, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-42033138503-02) ), pertaining to the Notes (and certain other securities filed by the "Registration Statement") filed Company under the Securities Act of 1933, as amended (the "“Act"”), and as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated ________January 11, 199_ 2007 (the “Basic Prospectus”) as supplemented by a final preliminary prospectus supplement dated __________March 20, 199_ 2007 (the "Final Supplemented “Pricing Prospectus"”), which filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the “Commission”) under the Act which, pursuant to Form S-3 S-3, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ 2006 and the Current Reports on Form 8-K of the Company dated __________ January 11, 2007, February 5, 2007 and February 20, 2007 (the "“Pricing Exchange Act Documents"”), and a prospectus supplement dated March 20, 2007 (together with the Basic Prospectus, the “Final Supplemented Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, which, pursuant to Form S-3, incorporates by reference the Pricing Exchange Act Documents and the Current Report on Form 8-K of the Company dated March 20, 2007 (the “Exchange Act Documents”), each as filed under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”); and the Indenture. We have also examined the free writing prospectus prepared by the Company and filed with the Commission on March 20, 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III to the Underwriting Agreement, taken together, are collectively referred to as the “Pricing Disclosure Package.” In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "“Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. .” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining ▇▇ ▇▇▇ ▇▇▇-▇▇ an▇ ▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes ▇▇▇er securities (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus of the Company dated ________November 6, 199_ 2002, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ tha▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033333-_____, ▇▇▇-▇▇▇▇▇-▇▇ 333-_____ and 333-42033-02333-______ ) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2000, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ , and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Florida and Mississippi upon the opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & ▇▇▇▇"), ▇▇▇▇d the date hereof and addressed to you and as t▇ ▇▇▇ matters covered hereby which are governed by or dependent upon the laws of the State of Georgia upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you by you, th▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have Our opinions expressed above are limited to the meanings laws of the States of Iowa and New York and the federal laws of the United States of America. The opinion set forth above is solely for the benefit of the addressees of this letter and may not be relied upon in the Underwriting Agreementany manner by, nor may copies be delivered to, any other person without our prior written consent. In rendering the opinions expressed belowVery truly yours, we have examined the registration statement on Form S-3 (Nos. 333-42033, DORS▇▇ & ▇HIT▇▇▇-▇ ▇▇▇▇▇-▇▇ and 333-42033-02) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ as supplemented by a final prospectus supplement dated [Date] RE: IES UTILITIES INC. $_____________% SENIOR DEBENTURES, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended SERIES __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended _____ Ladies and Gentlemen: This letter relates to the registration under the Securities Act of 1933, as amended (the "Act"), and offering of $__________ and in aggregate principal amount of ___% Senior Debentures, Series ____ (the Current Reports on Form 8-K "Debentures") of IES Utilities Inc., an Iowa corporation (the "Company"). The registration statements of the Company on Form S-3 (File Nos. 33-62259 and 333-29391) (collectively, the "Registration Statement") was filed in accordance with procedures of the Securities and Exchange Commission (the "Commission") permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Debentures have been offered by the Prospectus dated __________ (the "Exchange Act DocumentsProspectus"), each as filed under supplemented by the Securities Exchange Act of 1934, as amended Prospectus Supplement dated __________ (the "Exchange ActProspectus Supplement"), which updates or supplements certain information contained in the Prospectus. The Prospectus, as so supplemented, does not necessarily contain a current description of the Company's business and affairs since, pursuant to form S-3, it incorporates by reference certain documents filed with the Commission which contain information as of various dates. In additionaccordance with our understanding with you as to the scope of our services under the circumstances applicable to the offering of the Debentures, we have examinedreviewed the Registration Statement, the Prospectus and the Prospectus Supplement, participated in the discussions with your representatives and those of the Company, its counsel and its independent public accountants and advised you as to the requirements of the Act and the applicable rules and regulations thereunder. Between the date of the Prospectus Supplement and the date of delivery of this letter, we participated in further discussions with your representatives and those of the Company, its counsel and its independent public accountants regarding the contents of certain portions of the Prospectus and the Prospectus Supplement and certain related matters, and have relied reviewed certificates of certain officers of the Company, opinions addressed to you from counsel to the Company and letters addressed to you from independent public accountants of the Company. On the basis of the information that was reviewed by us in the course of the performance of the services referred to above, in our opinion (i) the Registration Statement, as of its effective date, and the Prospectus, as supplemented by the Prospectus Supplement as of the date of the Prospectus Supplement, complied as to matters form in all material respects with the requirements of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), Act and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended amended, and to the respective, applicable rules and regulations thereunder (except that we express no opinion as to financial statements and financial or statistical data contained therein or as to the Form T-1 filed as an Exhibit to the Registration Statement) (ii) the summaries of the Commission under said Acts terms of the Indenture (as such term is defined in the Prospectus) and the Debentures contained in expressing the opinions Registration Statement, the Prospectus and the Prospectus Supplement fairly describe in all material respects the provisions thereof required to be described in the Registration Statement. Further, nothing that came to our attention in the course of such review has caused us to believe that the Registration Statement, on such effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated hereintherein or necessary to make the statements therein not misleading, with respect to such mattersor that the Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement and as of the date and time of delivery The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Prospectus Supplement. Also, we are relying on such opinion. Based upon the foregoing, and subject do not express any opinion or belief as to the qualifications and limitations stated hereinfinancial statements or other financial data contained in the Registration Statement, we are the Prospectus or the Prospectus Supplement, or as to the statement of the opinion, relying as to matters of Georgia law eligibility and the federal law qualification of the United States upon Trustee under the opinion dated Indenture under which the date hereof rendered Debentures are being issued. This letter is furnished by us as counsel to you by solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORS▇▇ & ▇HIT▇▇▇ ▇▇▇ Pursuant to subsection (e) of Section 8 of the Underwriting Agreement, Arth▇▇ ▇▇▇▇e▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as shall furnish a letter to matters of New York law upon the opinion dated Representative to the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, effect that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203353299, ▇▇▇333-▇▇▇▇▇53299-▇▇ 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the ▇▇▇ "Registration Statement▇▇▇▇▇▇▇at▇▇▇ ▇▇▇▇▇▇▇▇t") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ _, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Alabama upon the opinion of Balch & Bingham LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended _________December 31, 2001 (the "Form 10-K"), the Quarterly Report on Form 10-Q of the Company for the quarter ended _________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement, as amended, on Form S-3 (Nos. 333-42033________, ▇▇▇-▇▇▇▇▇-▇▇ _________, ________ and 333-42033-02________) pertaining to the Notes Preferred Securities (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus Prospectus, dated ________December 4, 199_ 1998, as supplemented by a final prospectus supplement dated ________February __, 199_ 1999 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_1997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. The Indenture Trust Agreement, the Indenture, the Guarantee Agreement, the Auction Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". ." We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, and as to matters of Delaware law upon the opin▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPrendered to you by Richards, Layton & Finger P.A., that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ 103772 and 333-42033103772-0201) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________April 10, 199_ 2003, as supplemented by a final prospectus supplement relating to the Notes dated __________December 10, 199_ (the "Final Supplemented Prospectus")2003, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2002, the Quarterly Reports on Form 10-Q of the Company for the quarters quarter ended ____________ March 31, 2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated December 2, 2003, December 8, 2003, December 10, 2003 and December __________ , 2003 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificate representing the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. ." Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion opinions of Troutman Sanders LLP and Bouhan, Williams and Levy LLP, each dated the date hereof rendered to you by t▇▇ ▇▇▇▇ h▇▇▇▇▇ ▇nd addres▇▇▇ ▇▇ y▇▇, ▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
Sources: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-4203375193, ▇▇▇333-▇▇▇▇▇75193-▇▇ 01 and 333-4203375193-02) pertaining to the Notes (the "Registration StatementRegi▇▇▇▇▇▇▇▇ ▇▇atement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2000, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________, 199_, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated _________________, _________________ and _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203345069, ▇▇▇333-▇▇▇▇▇45069-▇▇ 01 and 333-4203345069-02) pertaining to the Notes (the "Registration Re▇▇▇▇▇▇▇▇▇▇ Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2000, as supplemented by a final prospectus supplement dated __________, 199_ (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended ________________, __, 199__ (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company Company, dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law laws of the United States of Mississippi and Alabama upon the opinion of Eaton and Cottrell, P.A. dated the date hereof rendered and addressed to you by you, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, thatt:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-42033, ▇▇▇-▇▇▇▇▇-▇▇ and 333-42033-02_______________________________) pertaining to the Notes (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________, 199_ 2001, as supplemented by a final prospectus supplement relating to the Notes dated __________, 199_ (the "Final Supplemented Prospectus")2002, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001 (the "Form 10-K"), the Quarterly Reports Report on Form 10-Q of the Company for the quarters ended _________, ___ _______, and_______, and the Current Reports on Form 8-K of the Company dated __________, ______________, ______________, ___________, _____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Notes, of which we have examined a specimen), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid and as to all matters of Georgia law and covered hereby which are governed by or dependent upon the federal law of the United States State of Georgia upon the opinion of Troutman Sanders LLP, dated the date hereof rendered and addressed to you by tha▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-4203372784, ▇▇▇333-▇▇▇▇▇72784-▇▇ 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistra▇▇▇▇ ▇▇▇▇▇▇▇nt") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________November 15, 199_ 2001 as supplemented by a final prospectus supplement dated __________, 199_ 2002 (the "Final Supplemented Prospectus"), which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended __________________December 31, 199_2001, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ and the Current Reports on Form 8-K of the Company dated __________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Notes, of which we have examined a specimenspecimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, 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 certified or photostatic copies, and the authenticity of the originals of such latter documents. The Indenture Indenture, the Calculation Agent Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP to you of even date with respect to matters relating to the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Trust Indenture Act of 1939, as amended and to the applicable rules and regulations of the Commission under said Acts and in expressing the opinions stated herein, with respect to such matters, we are relying on such opinion. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of Georgia Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated t▇▇ ▇▇ini▇▇ ▇▇▇▇d the date hereof rendered to you by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Dewey Ballantine LLP, that:
Appears in 1 contract