Common use of thereof Clause in Contracts

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 333-00000-00 xxd 000-00000-00 and 333-42033-02) 00), xx xxxxxxx, pertaining to the Notes Common Stock (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the related 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 Xxxxxxxx Xxxxxxx 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 that 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 xxxx xxxexx xxx addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000-00 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")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 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 Xxxxxxxx Xxxxxxx 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 to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddressed tx xxx xxax:

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. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes Prexxxxxx Xxxxx (the txx "Registration Xxxxxxxxxion Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 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_2002, 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 _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon thx xxxniox xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegisxxxxxxx Xxxxement") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon xxx opixxxx xxted the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 333-53200-00, 000-0000003200-00 and 333xxx 003-4203353299-0203) 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Bxxxxxxxxx XXX, thatxhat:

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, 000333-0000059942-00 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementRegxxxxxxxxx Xxatement") 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 relating to the Notes 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 collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Troutman Sanders LLP, and relying as to matters of New York law upon the opinion xxxx xxx xxxxxxx dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes pertainxxx xx xxx Xotxx (the xxx "Registration Xxxistration 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 Xxxxxxxx Xxxxxxx 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 addrexxxx to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxx xxxt:

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 (NosDORSXX & XHITXXX XXX [Date] RE: IES UTILITIES INC. 333-42033, 000-00000-00 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 $_____________% 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPsolely for your benefit and may not be relied upon by, and relying as nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSXX & XHITXXX XXX Pursuant to matters subsection (e) of New York law upon Section 8 of the opinion dated Underwriting Agreement, Arthxx Xxxexxxx XXX shall furnish a letter to the date hereof rendered Representative to you by Xxxxx Xxxxxxxxxx LLP, the effect that:

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- 06037, 333-4203306037-01, 000-00000-00 and 333-4203306037-02, 333-06307-03) pertaining to the Notes Prefexxxx Xxxxxxxiex (the xxx "Registration Xxxxstration 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 __________________December 31, 199_1995, 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. 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 collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPDewey Ballantine and as to matters of Delaware law upon the opinixx xxxxx xxx xxxe hereof rendered to you by Richards, Layton & Finger, that:

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, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the txx "Registration StatementXxxxxxxxtixx Xxxxxxxxx") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated xxxxion xxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Xxxx"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the xxx "Registration StatementXxxxxxxatxxx Xxxxxxxxt") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon the xxxxion xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000-00000000000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 of Xxxxx & Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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. 333-42033110950, 000-00000000000-00, 000-000000-00 and 333-42033110950-0203) pertaining to the Notes (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003 as supplemented by a final prospectus supplement relating to the Notes dated __________February 10, 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_2002, 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 __________ February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003, February 5, 2004 and February 10, 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000040629-00 01, 333-40629-02 and 333-4203340629-0203) pertaining to the Notes (the thx "Registration StatementXxxxxxxxxiox Xxxxxxxxx") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP and relying as to matters of New York law upon the oxxxxxn dxxxx xxe date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000333-0000019271-00 01 and 333-4203319271-02) pertaining to the Notes (the "Registration StatementRegistratixx Xxxxxxxxx") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters all mxxxxxs cxxxxed 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 Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration Rexxxxxxxxxx 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxt:

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, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the txx "Registration Xxxxxxxxtion 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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________, 000-00000-00 _________, ________ 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, and as to matters of Delaware law upon the opinxxx xxxxx xxxxxx rendered to you by Richards, Layton & Finger P.A., that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 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_1995, 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 Xxxxxxxx Xxxxxxx 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 you, xxx xx xo xxx xxtters covered hereby which are governed by Xxxxxxxx Xxxxxxx LLP, and relying as to matters 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 Xxxxx Xxxxxxxxxx LLPxxx xxx x xxxx of which is attached as Schedule IV to the Underwriting Agreement, that:

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, 000333-00000100721-00 01, 333-100721-02, and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx (the txx "Registration Xxxxxxxxxion 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 __________, 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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York lxx xxon xxx xxxnion dated the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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. 333-42033110950, 000-00000000000-00, 000-000000-00 and 333-42033110950-0203) 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 dated ________December 19, 199_ 2003, as supplemented by a final prospectus supplement dated __________February 10, 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_2002, 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 __________ February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003, February 5, 2004 and February 10, 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 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 dated ________May 21, 199_ 2004, as supplemented by a final prospectus supplement relating to the Notes dated __________December 2, 199_ (the "Final Supplemented Prospectus")2004, 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, 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 Xxxxxxxx Xxxxxxx 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 & Levy LLP, dated the date hereof rendered hxxxxx xxd xxxxxxsed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000-00, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000075193-00 01 and 333-4203375193-02) pertaining to the Notes (the "Registration StatementRegixxxxxxxx Xxatement") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:

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, 000333-0000059942-00 01 and 333-4203359942-02) pertaining to the Notes (the "Registration StatementRegxxxxxxxxx Xxatement") 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 Xxxxxxxx Xxxxxxx 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 & Xxne"), xated the date hereof and addressed to you and ax xx all xxxters 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 Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxx:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxxxxx, 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 Xxxxx Xxxxxxxxxx LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:

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, 000-00000-00, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxx & Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 00, 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_ 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 __________ (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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxx & Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes and certain otxxx xxxxxxxxes (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 Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating to the Securities relaxxxx xx txx Xxxxrities 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 00, 000-00000-00, 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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-_____, 000-00000-00 333-_____ 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 Xxxxxxxx Xxxxxxx 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 & Xxxx"), xxxxd the date hereof and addressed to you and as tx xxx 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 Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthxx:

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, 000-00000-00 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 dated __________December 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 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 __________ , 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegisxxxxxxx Xxxxement") 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 Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating rxxxxxxx to the Securities xxx Xxcurities 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx opinions of Troutman Sanders LLP and Bouhan, Williams and Levy LLP, and relying as to matters of New York law upon the opinion each dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPtxx xxxx hxxxxx xnd addresxxx xx yxx, thatxxxx:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPand addressed xx xxx, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxxx:

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, 000-00000-00 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 Xxxxxx Brothers Inc. January __, 1996 Page 2 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 Xxxxxxxx Xxxxxxx 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 of Xxxxx & Xxxxxxx and which are governed by or dependent upon the date hereof rendered to you by laws of State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPof Xxxxxxxx, Xxxxxx & Finger, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 and a form of wxxxx is attached as Schedule III-A to the Underwriting Agreement, relying as to matters covered hereby which are governed by Xxxxxxxx Xxxxxxx LLPor 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 fxxx xx xhxxx xx 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 New York law the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof rendered and addressed xx xxx xxx x xxxx of which is attached as Schedule IV to you by Xxxxx Xxxxxxxxxx LLPthe Underwriting Agreement, that:

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, 000-00000-00 and 333-42033100721-0201, 333-100721-02 and 300-000000-00) pertaining to pxxxxxxxxx xx 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 Xxxxxxxx Xxxxxxx 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 datx xxxeof xxx xxdressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement8. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 The Company has filed all annual and 333-42033-02) pertaining to the Notes quarterly reports (the "Registration StatementReports") required to be filed under by it with the United States Securities Act of 1933, as amended and Exchange Commission (the "ActSEC"). We participated in the preparation of or reviewed the Reports but did not independently verify the facts contained in such Reports. Nothing has come to our attention which leads us to believe that such Reports (except as to the financial statements, the notes thereto and other accounting, statistical or financial data included therein as to which we express no view) at the prospectus dated time they were filed (or if amended or superseded by a subsequent filing, then on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Subsidiaries is required to file any forms, reports or other documents with the SEC. ________, 199_ as supplemented by a final prospectus supplement dated __________, 199_ (1996 Page 6 We further advise you that as counsel to the "Final Supplemented Company, we reviewed and participated in the preparation of the Proxy Statement/Prospectus"). The limitations inherent in the review of factual and other matters included or contemplated by the Proxy Statement/Prospectus, which pursuant and the character or determinations involved in such process are such, however, that we do not make any warranty or representation concerning, or assume any such responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Proxy Statement/Prospectus. Based upon and subject to Form S-3 incorporates by reference the Annual Report on Form 10-K foregoing, nothing has come to our attention that would lead us to believe that, insofar as it relates to the Company, the Proxy Statement/Prospectus, at the date it or any amendments or supplements thereto were mailed to stockholders, at the time of the Company Stockholders' Meeting and at the Effective Time, (except as to the financial statements, the notes thereto, accounting and other statistical or financial data included therein as to which we express no view or opinion) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Whenever our opinion herein with respect to the existence or nonexistence of facts is qualified by the phrase "to our knowledge," or any similar phrase implying a limitation on the basis of knowledge, such phrase means only that the individual attorneys currently in this firm who have had active involvement in the transactions contemplated by the Merger Agreement do not have actual knowledge that the facts as stated herein are untrue. Unless otherwise expressly stated herein, such persons have not undertaken any investigation to determine the existence or nonexistence of such facts. This opinion is rendered only to you and is solely for your benefit in connection with the fiscal year ended above transaction. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to, or relied upon by any other person, firm or corporation for any purpose without our prior written consent. Very truly yours, Irell & Xxxxxxx [FORM OF OPINION OF XXXX, AUGUST & XXXXX] __________________, 199_1996 National Media Corporation 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Dear Sirs: We have acted as counsel to Positive Response Television, Inc., a California corporation (the Quarterly Reports on Form 10-Q of "Company") in connection with certain trademark, copyright and patent matters, as well as business litigation in which the Company for the quarters ended ____________ has been named as a party plaintiff or defendant. The opinion contained herein is being delivered to you pursuant to Section 6.02(g) of that certain Agreement and the Current Reports on Form 8-K Plan of Merger and Reorganization by and among National Media Corporation and the Company dated January __________ , 1996 (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange ActMerger Agreement"). In addition, we All capitalized terms utilized but not otherwise defined herein shall be deemed to have examined, and have relied as to matters of fact upon, the documents delivered to you at meaning ascribed thereto in 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:Merger Agreement.

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pexxxxxxxx xx xhe Xxxxx (the xxx "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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddxxxxxd tx xxx xhat:

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, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the txx "Registration StatementXxxxxxxxtixx Xxxxxxxxx") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegisxxxxxxx Xxxxement") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Eaton and Cottrell, P.A. and relying as to matters of New York lax xxxn the xxxxxxx dated the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertainixx xx xxx Xxxfexxxx Xxxxx (the xhe "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated __________, 199_ 200_, as supplemented by a final prospectus supplement dated __________November 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 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 Xxxxxxxx Xxxxxxx 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 of Balch & Bingham LLP dated the date hereof rendered and addressed xx xxu axx x xxrm of which is attached as Schedule II-A to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPUnderwriting Agreement, that:

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, 000-00000-00 and 333-42033100721-0201, 333-100721-02 and 300-000000-00) pertaining to pxxxxxxxxx xx 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of ax xx matxxxx xx New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 00, 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_ 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 __________ (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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000000000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000333-00000104449-00 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegxxxxxxxxx Xxxtement") 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 as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 & Xxxx"), xxxed the date hereof and addressed to you and as xx xxl matters 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 Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thattxxx:

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, 000-00000-00 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")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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Notex (the xxx "Registration StatementXxxxxtrxxxxx Xxxxxxxnt") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00 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_ 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 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 Xxxxxxxx Xxxxxxx 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 Alabama law and the federal law of the United States upon the opinion dated the date hereof rendered to you by Xxxxxxxx Xxxxx & Xxxxxxx LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 00064125-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxxxxx, 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 Xxxxx Xxxxxxxxxx LLPand as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:

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, 000333-00000104449-00 01 and 333-42033000000-0200) pertaining xertaining 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPBeggs & Lane, a Regisxxxxx Lixxxxd Liability Partnership ("Beggs & Lane"), and relying as to rxxxxxg ax xx matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, thatxxxx:

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, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes Notxx (the xxx "Registration StatementXxxisxxxxxxx Xxxxement") 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_ 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 __________________, 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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upox xxx opxxxxx xated the date hereof rendered to you by Dewey Ballantine LLP, that:

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. 333-42033128550, 000-00000000000-00 and 333-42033128550-02) ), pertaining to the Notes Preference Stock and certain other securities (the "“Registration Statement"”) filed under the Securities Act of 1933, as amended (the "“Act"”), and the prospectus dated ________November 8, 199_ 2005 as supplemented by a final prospectus supplement relating to the Preference Stock dated __________November 9, 199_ 2005 (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_2004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended ____________ March 31, 2005, June 30, 2005 and September 30, 2005 and the Current Reports on Form 8-K of the Company dated __________ February 2, 2005, February 21, 2005, May 5, 2005, August 11, 2005, October 10, 2005, October 27, 2005 and November 9, 2005 (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 Notescertificate representing the Preference 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, 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 Underwriting Agreement are herein referred to as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes (the xxx "Registration StatementXxxxxxxatxxx Xxxxxxxxt") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000-00000-00, 000-00000-00 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 ________December 4, 199_ 1998 as supplemented by a final prospectus supplement dated _________ __, 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 on Form 10-Q of the Company for the quarters ended ____________ March 31, 1999 and June 30, 1999 and the Current Reports on Form 8-K of the Company dated __________ February 10, 1999, February 18, 1999, May 19, 1999 and August 13, 1999 (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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-0000059942-00 01 and 333-4203359942-02) pertaining to the Notes Preferred Securities (the xxx "Registration Xxxxxxxation 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Troutman Sanders LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered daxxx xxxxox xxxxxred to you by Xxxxx Xxxxxxxxxx LLPDewey Ballantine LLP and as to matters of Delaware law upon the opinion xxxxx xxxxxx xxndered to you by Richards, Layton & Finger, P.A., that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Nxxxx (the xxx "Registration StatementXxgixxxxxxxx Xxxxement") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatthax:

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, 000-00000-00 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_ 2001 as supplemented by a final the 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 Report on Form 10-Q of the Company for the quarters quarter 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 00075193-00000-00 01 and 333-4203375193-02) pertaining to the Notes and cexxxxx xxxxx 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPyou, and relying as to matters xxx matxxxx xxvered hereby which are governed by or dependent upon the laws of New York law the State of Alabama upon the opinion of Troutman Sanders LLP dated the date hereof rendered and addressed to you you, and xx xx xxl xxxxxxs covered hereby which are governed by Xxxxx Xxxxxxxxxx LLPor dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger P.A., dated the date hereof and addressed tx xxx xxx x xxxx of which is attached as Schedule IV to the Underwriting Agreement, that:

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. 333-4203333- Xxxxxx Brothers Inc. _______________, 000-00000-00 and 333-42033-021995 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 the opinion of Xxxxxxxx Xxxxxxx 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 of Xxxxx & Xxxxxxx and which are governed by or dependent upon the date hereof rendered to you by laws of State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Delaware upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPof Xxxxxxxx, Xxxxxx & Finger, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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-_____, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPBeggs & Lane, a Regisxxxxx Lixxxxd Liability Partnership ("Beggs & Lane"), and relying as to rxxxxxg ax xx matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, thatxxxx:

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, 000333-00000104449-00 01 and 333-42033104449-02) pertaining to the Notes (the "Registration StatementRegistrxxxxx Xxxxxxxnt") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, Troutman Sanders LLP and relying as to matters of New York law upon the opinion dated thx xxxxxxn xxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000067453-00 01, 333-67453-02 and 333-4203367453-0203) pertaining to the Notes (the txx "Registration Xxxxxxxxtion 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated xxxxion xxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000000000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the law of New York law the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000333-00000104449-00 01 and 333-42033000000-0200) pertaining xertaining 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 Xxxxxxxx Xxxxxxx 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 Regisxxxxx Lixxxxd Liability Partnership ("Beggs & Lane"), dated xxx datx xxreof 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 of Troutman Sanders LLP xxxxx xxe xxxx xereof and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000000000-00 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 collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPXxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Lane"), and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes xxx xxxxxxx otxxx xxxxxxxxxs (the "Registration Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003, as supplemented by a final prospectus supplement relating to the Notes dated __________April 7, 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 on Form 8-K of the Company dated __________ February 5, 2004, February 10, 2004 and April 7, 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Notex (the xxx "Registration StatementXxxxxtrxxxxx Xxxxxxxnt") 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 __________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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated thx xxxniox xxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000045069-00 01 and 333-4203345069-02) pertaining to the Notes (the "Registration StatementRegisxxxxxxx Xxxxement") 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 Xxxxxxxx Xxxxxxx Troutman Sanders LLP to you of even date with respect to matters relating to the Securities rxxxxxxx tx xxx Xecurities 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 00064125-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPXxxxxxxxxx, and as to matters of Delaware law upon the opinion dated hereof rendered to you by Xxxxxxxx, Xxxxxx & Finger, that:

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, 000-00000-00 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_ 2001 as supplemented by a final the 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, 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 ____ 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 and the Underwriting Agreement are herein referred to collectively as the "Agreements". We have also examined the opinion of Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-0000072784-00 01 and 333-4203372784-02) pertaining to the Notes (the "Registration StatementRegistraxxxx Xxxxxxxnt") ), 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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-_____, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPBeggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lxxx"), and relying as to matters of New York law upon the opinion dated oxxxxxn dxxxx the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes Nxxxx (the xxx "Registration StatementXxgixxxxxxxx Xxxxement") 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx Balch & Bingham LLP, and relying as to matters of New York law upon the opinion dated xxx opixxxx xxted the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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 DORSXX & XHITXXX XXX [Letterhead of Dorsxx & Xhitney LLP] [Date] Re: IES Utilities Inc. $ % Subordinated Debentures, Series Ladies and Gentlemen: This letter relates to the registration statement on Form S-3 (Nos. 333-42033, 000-00000-00 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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLPsolely for your benefit and may not be relied upon by, and relying as nor may copies be delivered to, any other person without our prior written consent. Very truly yours, DORSXX & XHITXXX XXX 11 EXHIBIT D Pursuant to matters subsection (e) of New York law upon Section 8 of the opinion dated Underwriting Agreement, Arthxx Xxxexxxx XXX shall furnish a letter to the date hereof rendered Representative to you by Xxxxx Xxxxxxxxxx LLP, the effect that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000-00 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 dated ________May 21, 199_ 2004 as supplemented by a the final prospectus supplement 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Dewey Ballantine LLP, that:

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, 000-00000-00, 000-00000-00 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 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes pertaininx xx xxx Xxxxs (the xxx "Registration Xxxxxxxation 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thataddressed xx xxu txxx:

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, 000333-00000100721-00 01, 333-100721-02 and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx anx xxxxxxx xxxer 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxx thax:

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, 000333-0000053299-00 01, 333-53299-02 and 333-4203353299-0203) pertaining to the Notes pertainxxx xx xxx Xotxx (the xxx "Registration Xxxistration 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York Alabama law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx Balch & Bingham LLP, and relying as to matters of Nex Xxxk lxx xxxx the opinion dated the date hereof rendered to you by Dewey Ballantine LLP, that:

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, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxx & Xxxx, a Registered Limited Liability Partnership ("Xxxxx & Xxxx"), dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying as to all matters covered hereby which are governed by or dependent upon the laws of New York law the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered and addressed to you by Xxxxx Xxxxxxxxxx LLPyou, that:

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, 000-00000-00, 000-00000-00 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxx & Xxxxxxx LLP, LLP and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:

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, 000333-00000100721-00 01, 333-100721-02, and 333-42033100721-0203) pertaining to the Notes xx xxx Xxxxx (the txx "Registration Xxxxxxxxxion 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 Xxxxxxxx Xxxxxxx 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 Xxxxxxxx Xxxxxxx LLP, and relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, thatxxx xhat:

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. 333-42033110950, 000333-00000110950-00 01, 333-110950-02 and 333-42033110950-0203) pertaining to the Notes Prexxxxxx Xxxxx (the txx "Registration Xxxxxxxxxion Statement") ), filed under the Securities Act of 1933, as amended (the "Act"), and the prospectus dated ________December 19, 199_ 2003, 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_2002, 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 _____February 5, 2003, February 11, 2003, March 12, 2003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2003 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 Xxxxxxxx Xxxxxxx 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 of Balch & Bingham LLP dated the date hereof rendered and addressed to you by Xxxxxxxx Xxxxxxx LLP, and relying a xxxx of xxxxx xs attached as Schedule I-A to matters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLPUnderwriting Agreement, that: