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 No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 2 contracts
Samples: Underwriting Agreement (Georgia Power Co), Underwriting Agreement (Georgia Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 2 contracts
Samples: Underwriting Agreement (Georgia Power Co), Underwriting Agreement (Georgia Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 333-126348- 02 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007 and May 27November 26, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12December 4, 2008 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 November 12December 4, 2008 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 November 12December 4, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 15, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 2008October 9, April 82007, 2008 October 11, 2007 and May 27October 11, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 15, 2008 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 November 12October 15, 2008 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 November 12October 15, 2008 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 NotesPreference 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. In such examination, we have assumed the genuineness of all signaturessignatures (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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 333-138503-01 and 333-138503-02), pertaining to the Notes and certain other cxxxxxx xxxxx securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28January 11, 2007 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12January 11, 2008 2007 (the “"Pricing Prospectus”"), 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, Act 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, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 4, 2006, February 20, 2006, March 1216, 20082006, April 8March 17, 2008 and May 2006, June 15, 2006, June 27, 2008 2006, October 17, 2006, October 18, 2006, October 27, 2006 and November 16, 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12January 11, 2008 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 November 12January 11, 2008 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 November 12January 11, 2008 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 and the Underwriting Agreement are herein referred to collectively as the “"Agreements.” " 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12June 4, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2007 and the Current Reports Report on Form 8-K of the Company dated March 126, 2008, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12June 4, 2008 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 November 12June 4, 2008 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 November 12June 4, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12August 23, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007, July 9, 2007, July 10, 2007 and May 27August 23, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12August 24, 2008 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 Reports on Form 8-K of the Company dated November 12August 24, 2008 2007 and August 24, 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 November 12August 24, 2008 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12February 26, 2008 2009 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November 12February 26, 2008 2009 (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 Document and the Current Report on Form 8-K of the Company dated November 12February 26, 2008 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 November 12February 26, 2008 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12February 4, 2008 2009 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 (as amended by Form 10-Q/A) and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and (as amended by Form 8-K/A), May 27, 2008 and November 12, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12February 4, 2008 2009 (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 November 12February 4, 2008 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 November 12February 4, 2008 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954100721, 333-100721-01, 333-100721-02 and 333-100721-03) pertaining to the Notes and certain other securities Noxxx (xxx "Xxxisxxxxxxx Xxxxxment"), filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28November 6, 2007 (the “Basic Prospectus”) 2002, as supplemented by a preliminary prospectus supplement dated November 1214, 2008 2003 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072002 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082003, June 30, 2008 2003 and September 30, 2008 2003 and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 20082003, April 815, 2008 2003, May 1, 2003 and May 27November 14, 2008 2003 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the “"Agreements.” ". 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxxxx LLP Balch & Bingham LLP, dated the date hereof and addressed to you, you that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement Registration Statement on Form S-3 (File NoNos. 333-140954) 64871, 333-64871-01, 333-64871-02, 333-00000-00 xxd 000-00000-00), xx xxxxxxx, pertaining to the Notes and certain other securities Common Stock (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28___________, 2007 (the “Basic Prospectus”) 2000, as supplemented by a preliminary prospectus supplement dated November 12__________, 2008 2000 (the “Pricing "Prospectus”"), 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, 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, 20071999, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 ________________________ and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 _______________ (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 certificates representing the NotesCommon 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. 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 000-000000-00 and 333-138480-02) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28November 20, 2007 2006 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12June 5, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, Amendment No. 1 to the Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2006, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 20082007, June 30, 2008 and September 30, 2008 and the Current Reports Report on Form 8-K of the Company dated March 12January 19, 2008, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12June 5, 2008 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 November 12June 5, 2008 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 November 12June 5, 2008 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 and the Underwriting Agreement are herein referred to collectively as the “Agreements.” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Georgia law and as to all matters covered hereby which are governed by or dependent upon the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities xxx xxxxxxx otxxx xxxxxxxxxs (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 12April 7, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 2007, 2003 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 K") and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004 and April 87, 2008 and May 27, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 signaturessignatures (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.” ". 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954108156, 000-000000-00 and 333-108156-02) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 3, 2007 2003 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 128, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 12June 1, 20082007 and November 2, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 128, 2008 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 November 128, 2008 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 November 128, 2008 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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 (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 aforesaid and as to all matters covered hereby which are governed by or dependent upon of the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Notex xxx xxxxxxx oxxxx xxxxxxxxes (the "Registration Statement"), filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003, as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 129, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082004, June 30, 2008 2004 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004, April 87, 2008 2004, April 7, 2004, August 2, 2004, August 19, 2004, August 30, 2004, September 15, 2004, October 5, 2004 and May 27November 9, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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.” ". 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxxxx Balch & Bingham LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 1229, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007, the Quarterly Report on Form 10-Q/A of the Company for the quarter ended September 30, 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007, July 9, 2007, July 10, 2007, August 23, 2007, August 24, 2007, August 24, 2007, October 3, 2007 and May 27November 16, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 1229, 2008 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 November 1229, 2008 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 November 1229, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12February 1, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005, January 10, 2006, January 11, 2006, January 13, 2006 and May 27January 31, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12February 1, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12February __, 2008 2006 and February __, 2006 (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 November 12February 1, 2008 2006 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28January 8, 2007 2008 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12May 8, 2008 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 20082007, April January 8, 2008 and May 27February 26, 2008 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12May 8, 2008 (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 November 12May 8, 2008 (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 November 12May 8, 2008 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 signaturessignatures (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.” " 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey & LeBoeuf LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006 and May 27October 17, 2008 2006 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 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 NotesPreference 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. 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 333-126348-01, 333-126348-02 and 333-126348-03) pertaining to the Notes and certain other securities Notxx xxx xxxxxxn xxxxx xxxxxxxies filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28July 19, 2007 2005 (the “"Basic Prospectus”) "), as supplemented by a preliminary prospectus supplement dated November 12June 6, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006 and May 27June 6, 2008 2006 (the “"Pricing Exchange Act Documents”"), and as supplemented by a prospectus supplement dated November 12June 7, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12June 7, 2008 2006 and June 7, 2006 (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 November 12June 7, 2008 2006 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 collectively as the “"Agreements.” " 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Balch & Bingham LLP and addressed relying as to youmatters of New York law upon thx xxxniox xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 333-138480-01 and 333-138480-02) pertaining to the Notes and certain other securities oxxxx xxxxxxxxes filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 20, 2007 2006 (the “"Basic Prospectus”) "), as supplemented by a preliminary prospectus supplement dated November 12___, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12February 20, 20082006, April 8June 20, 2008 2006 and May 27October 17, 2008 2006 (the “"Pricing Exchange Act Documents”"), and as supplemented by a prospectus supplement dated November 12____, 2008 2006 (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 November 12__, 2008 2006 (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 November 12__, 2008 2006 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 collectively as the “"Agreements.” " Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Georgia law and as to all matters covered hereby which are governed by or dependent upon the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Troutman Sanders LLP and addressed relying as to youmatters of New York law upon thx xxxxxxn xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 333-126348-01, 333-126348-02 and 333-126348-03) pertaining to the Notes and certain other Notxx xnd xxxxxxx xxxxr securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28July 19, 2007 2005 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12June 6, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006 and May 27June 6, 2008 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12June 7, 2008 2006 (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 November 12June 7, 2008 2006 and June 7, 2006 (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 November 12June 7, 2008 2006 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.” " 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxxxx Balch & Bingham LLP dated the date hereof and addressed to youyxx, thatxhat:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-14095446171, and 333-46171-01) pertaining to the Notes and certain other securities Preferred Securities (the "Registration Statement") filed by the Company and the Trust under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (Act, and the “Registration Statement”); prospectus of the Company’s prospectus Company and the Trust dated February 28_______ ___, 2007 (the “Basic Prospectus”) 199_ as supplemented by a preliminary final prospectus supplement dated November 12__________, 2008 (199_ filed with the “Pricing Prospectus”), filed by the Company Securities and Exchange Commission pursuant to Rule 424(b) of under the rules and regulations of the Securities and Exchange Commission Act (the “Commission”) under the Act"Final Supplemented Prospectus"), which, 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, 20071997, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20081998, June 30, 2008 1998 and September 30, 2008 1998 and the Current Reports on Form 8-K of the Company dated February 11, 1998, March 129, 20081998 and December __, April 8, 2008 and May 27, 2008 1998 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 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 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.” ". 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 of New York law of the State of Georgia upon the opinion dated hereof rendered to you by Dewey Ballantine LLP, as to matters of Xxxxxxxx Xxxxxxx LLP dated Delaware law upon the date hereof and addressed opinion datex xxxxxx xxxxxxxd to youyou by Richards, Layton & Finger, P.A. that:
Appears in 1 contract
Samples: Underwriting Agreement (Savannah Electric & Power Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954152895) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 8, 2007 2008 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 1214, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 85, 2008 and May 27October 8, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 1214, 2008 (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 November 1214, 2008 (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 November 1214, 2008 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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 (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 aforesaid and as to all matters covered hereby which are governed by or dependent upon of the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12July 9, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007 and May 27July 9, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12July 10, 2008 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 November 12July 10, 2008 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 November 12July 10, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File No. 333-140954134219) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 9, 2007 2006 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 1213, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12May 6, 20082006, April 8May 31, 2008 2006, July 7, 2006 and May 27August 31, 2008 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12_______, 2008 2006 (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 November 12__________, 2008 2006 (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 November 12________, 2008 2006 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.” " 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12April 3, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007 and April 3, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12April 4, 2008 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 November 12April 4, 2008 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 November 12April 4, 2008 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 and the Underwriting Agreement are herein referred to collectively as the “Agreements.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 000-000000-00, 000-000000-00 and 333-110950-03) pertaining to the Notes and certain other securities (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 12February 10, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072002 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082003, June 30, 2008 2003 and September 30, 2008 2003 and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 20082003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2008 2003, February 5, 2004 and May 27February 10, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 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.” ". 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP, and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12October 3, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007, July 9, 2007, July 10, 2007, August 23, 2007, August 24, 2007 and May 27August 24, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 3, 2008 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 November 12October 3, 2008 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 November 12October 3, 2008 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 NotesPreference 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. 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.” 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 law of the State of Georgia law upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxxxxx Xxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 118060, 333-118060-01 and 333-118060-02), pertaining to the Notes and certain other securities certaxx xxxxx xxxxrities (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 2, 2007 (the “Basic Prospectus”) 2004, as supplemented by a preliminary final prospectus supplement dated November 12September 13, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2004 and June 30, 2008 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March April 6, 2004, August 12, 20082004 and September 13, April 8, 2008 and May 27, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 collectively as the “"Agreements.” ". Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Maine, Florida and as to all matters covered hereby which are governed by or dependent upon the Mississippi law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Xxxx"), xxx relying as to matters of New York law upon the xxxxxon dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 8, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007, November 26, 2007, December 4, 2007 and May 27December 21, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 8, 2008 (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 November 12January 8, 2008 (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 November 12January 8, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 8, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006 and March 12, 2008, April 8, 2008 and May 27, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12March 9, 2008 2006 (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 November 12March 9, 2008 2006 (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 November 12March 9, 2008 2006 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12May 27, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, 2008 and April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12May 27, 2008 (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 November 12May 27, 2008 (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 November 12May 27, 2008 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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954152895) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 8, 2007 2008 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 1214, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 85, 2008 and May 27October 8, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 1214, 2008 (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 November 1214, 2008 (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 November 1214, 2008 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Mississippi and as to all matters covered hereby which are governed by or dependent upon the Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to thx Xxxxx xxx xerxxxx xxxxx xxcurities (the Notes and certain other securities "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 12March 8, 2008 2005 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 2007, 2004 (the Quarterly Reports on "Form 10-Q of the Company for the quarters ended March 31K"), 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated February 21, 2005 and March 12, 2008, April 8, 2008 and May 27, 2008 2005 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 signaturessignatures (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.” ". 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Prexxxxxx Xxxxx (txx "Xxxxxxxxxion Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement dated November 12__________, 2008 200_ (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082003, June 30, 2008 2003 and September 30, 2008 2003 and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 20082003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2008 2003 and May 27, 2008 _____ (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 certificates representing the NotesPreferred 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. 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12February 1, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005, January 10, 2006, January 11, 2006, January 13, 2006 and May 27January 31, 2008 2006 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12February 1, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12February __, 2008 2006 and February __, 2006 (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 November 12February 1, 2008 2006 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 collectively as the “Agreements.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 000-000000-00 and 333-138480-02) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28November 20, 2007 2006 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 15, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, Amendment No. 1 to the Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 12January 19, 20082007 and June 5, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 16, 2008 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 November 12October 16, 2008 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 November 12October 16, 2008 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 NotesPreference 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. 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.” 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 States of Florida and Mississippi upon the opinion of Xxxxx & Xxxx, a Registered Limited Liability Partnership (“Xxxxx & Xxxx”), dated the date hereof and addressed to you and as to all matters covered hereby which are governed by or dependent upon the law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File No. 333-140954134219) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 9, 2007 2006 (the “"Basic Prospectus”) "), as supplemented by a preliminary prospectus supplement dated November 1213, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12May 6, 20082006, April 8May 31, 2008 2006, July 7, 2006 and May 27August 31, 2008 2006 (the “"Pricing Exchange Act Documents”"), and as supplemented by a prospectus supplement dated November 12__________, 2008 2006 (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 November 12__________, 2008 2006 (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 November 12_________, 2008 2006 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 collectively as the “"Agreements.” " 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954108156, 000-000000-00 and 333-108156-02) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 3, 2007 2003 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 128, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 12June 1, 20082007 and November 2, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 128, 2008 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 November 128, 2008 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 November 128, 2008 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” 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 law laws of the State States of Georgia Mississippi and Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 333-126348- 02 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 30, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006, October 17, 2006, December 5, 2006, December 21, 2006 and May 27January 26, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 30, 2008 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 November 12January 30, 2008 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 November 12January 30, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954105815, 333-105815-01, 333-105815-02, 333-105815-03 and 333-105815-04) pertaining to the Notes and certain pertainixx xx xxx Xxxfexxxx Xxxxxxxxes xxx xxxxxxx other securities (the "Registration Statement"), filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28June 25, 2007 (the “Basic Prospectus”) 2003, as supplemented by a preliminary final prospectus supplement dated November 12January 15, 2008 (the “Pricing Prospectus”)2004, 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, 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, 20072002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082003, June 30, 2008 2003 and September 30, 2008 2003 and the Current Reports on Form 8-K of the Company Company, dated March February 13, 2003, February 21, 2003, April 10, 2003, September 8, 2003, September 23, 2003, December 2, 2003, December 8, 2003, January 12, 20082004 and January 15, April 8, 2008 and May 27, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 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, the Indenture, the Guarantee Agreement and the Underwriting Agreement are herein referred to as the “"Agreements.” ". 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 law laws of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP dated the date hereof and addressed to youyou and a fxxx xx xhxxx xx attached as Schedule III to the Underwriting Agreement and as to all matters covered hereby which are governed by or dependent upon the laws of the State of Delaware upon the opinion of Richards, Layton & Finger, P.A., dated the date hereof and addressed to xxx xxx x xxxx of which is attached as Schedule IV to the Underwriting Agreement, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954152895) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 1214, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 85, 2008 and May 27October 8, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 1214, 2008 (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 November 1214, 2008 (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 November 1214, 2008 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” 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 law laws of the State States of Georgia Mississippi and Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November September 12, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007, April 83, 2008 2007, April 4, 2007 and May 271, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November September 12, 2008 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 November September 12, 2008 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 November September 12, 2008 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 NotesPreference 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. 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & Xxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954108156, 000-000000-00 and 333-108156-02) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 3, 2007 2003 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 128, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 12June 1, 20082007 and November 2, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 128, 2008 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 November 128, 2008 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 November 128, 2008 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Mississippi and as to all matters covered hereby which are governed by or dependent upon the Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 333-138503-01 and 333-138503-02), pertaining to the Notes and certain other cxxxxxx xxxxx securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28January 11, 2007 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12January 11, 2008 2007 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 4, 2006, February 20, 2006, March 1216, 20082006, April 8March 17, 2008 and May 2006, June 15, 2006, June 27, 2008 2006, October 17, 2006, October 18, 2006, October 27, 2006 and November 16, 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12January 11, 2008 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 November 12January 11, 2008 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 November 12January 11, 2008 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 and the Underwriting Agreement are herein referred to collectively as the “"Agreements.” " 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 000-000000-00 and 333-138503-02), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 11, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 20, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12January 11, 20082007, April 8February 5, 2008 2007 and May 27February 20, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12March 20, 2008 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 November 12March 20, 2008 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 November 12March 20, 2008 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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-14095467453, 000-00000-00, 000-00000-00 and 333-67453-03) pertaining to the Notes and certain other securities (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 4, 2007 (the “Basic Prospectus”) 1998 as supplemented by a preliminary final prospectus supplement dated November 12_______ __, 2008 1999 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20071998, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 1999 and June 30, 2008 and September 30, 2008 1999 and the Current Reports on Form 8-K of the Company dated March 12February 10, 20081999, April 8February 18, 2008 1999, May 19, 1999 and May 27August 13, 2008 1999 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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.” ". 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954159072) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28May 8, 2007 2009 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12May 11, 2008 2009 (the “Pricing Prospectus”), 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, Act 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, 20072008, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2009 and the Current Reports on Form 8-K of the Company dated February 4, 2009, February 25, 2009, March 1210, 20082009, April March 31, 2009, May 8, 2008 2009 and May 278, 2008 2009 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12May 11, 2008 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 November 12May 11, 2008 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 November 12May 11, 2008 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 collectively as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 6, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 2006 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November 12March 6, 2008 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 Document and the Current Report on Form 8-K of the Company dated November 12March 6, 2008 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 November 12March 6, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12October 15, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 2008October 9, April 82007, 2008 October 11, 2007 and May 27October 11, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 15, 2008 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 November 12October 15, 2008 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 November 12October 15, 2008 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 NotesPreference 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. 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & Xxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File No. 333-140954) 152895), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 3, 2008 2009 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November 12March 3, 2008 2009 (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 Document and the Current Report on Form 8-K of the Company dated November 12March 3, 2008 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 November 12March 3, 2008 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.” 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 law laws of the State States of Georgia Mississippi and Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954159072) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28May 8, 2007 2009 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 19, 2008 2009 (the “Pricing Prospectus”), 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, Act 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, 20072008, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2009 and June 30, 2008 and September 30, 2008 2009 and the Current Reports on Form 8-K of the Company dated February 4, 2009, February 25, 2009, March 10, 2009, March 31, 2009, May 8, 2009, May 8, 2009, May 11, 2009, June 4, 2009, June 29, 2009, August 27, 2009, October 6, 2009, October 12, 20082009 and October 19, April 8, 2008 and May 27, 2008 2009 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12October 19, 2008 2009 (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 November 12October 19, 2008 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 November 12October 19, 2008 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 collectively as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Notex xxx xxxxxxx oxxxx xxxxxxxxes (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 129, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082004, June 30, 2008 2004 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004, April 87, 2008 2004, April 7, 2004, August 2, 2004, August 19, 2004, August 30, 2004, September 15, 2004, October 5, 2004 and May 27November 9, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 collectively as the “"Agreements.” ". 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Balch & Bingham LLP and addressed relying as to youmatters of New York law upon the xxxxion xxxxx the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 000-000000-00 and 333-138480-02) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28November 20, 2007 2006 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 15, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, Amendment No. 1 to the Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 2006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 12January 19, 20082007 and June 5, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 16, 2008 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 November 12October 16, 2008 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 November 12October 16, 2008 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 NotesPreference 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. In such examination, we have assumed the genuineness of all signaturessignatures (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.” Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Georgia law and as to all matters covered hereby which are governed by or dependent upon the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxxxxx Xxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12June 4, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2007 and the Current Reports Report on Form 8-K of the Company dated March 126, 2008, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12June 4, 2008 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 November 12June 4, 2008 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 November 12June 4, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 333-138480-01, 333-138480-02) pertaining to the Notes and certain other securities othex xxxxxxxxxx filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 20, 2007 2006 (the “"Basic Prospectus”) "), as supplemented by a preliminary prospectus supplement dated November 12___, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12February 20, 20082006, April 8June 20, 2008 2006 and May 27October 17, 2008 2006 (the “"Pricing Exchange Act Documents”"), and as supplemented by a prospectus supplement dated November 12__, 2008 2006 (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 November 12__, 2008 2006 (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 November 12__, 2008 2006 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 collectively as the “"Agreements.” " Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as aforesaid to matters of Florida and as to all matters covered hereby which are governed by or dependent upon the Mississippi law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lanx"), and addressed xxxying as to youmatters of New York law upon the opixxxx dated the date hereof rendered to you by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 118060, 333-118060-01 and 333-118060-02), pertaining to the Notes and certain other securities certaxx xxxxx xxxxrities (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 2, 2007 (the “Basic Prospectus”) 2004, as supplemented by a preliminary final prospectus supplement dated November 12September 13, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2004 and June 30, 2008 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March April 6, 2004, August 12, 20082004 and September 13, April 8, 2008 and May 27, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the “"Agreements.” ". 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 States of Maine, 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP dated the date hereof and addressed to you, thatthxx:
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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 No. 333-140954159072) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28May 8, 2007 2009 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12May 11, 2008 2009 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072008, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2009 and the Current Reports on Form 8-K of the Company dated February 4, 2009, February 25, 2009, March 1210, 20082009, April March 31, 2009, May 8, 2008 2009 and May 278, 2008 2009 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12May 11, 2008 2009 (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 November 12May 11, 2008 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 November 12May 11, 2008 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 collectively as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12April 3, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007 and April 3, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12April 4, 2008 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 November 12April 4, 2008 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 November 12April 4, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12May 27, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, 2008 and April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12May 27, 2008 (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 November 12May 27, 2008 (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 November 12May 27, 2008 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 333-126348- 02 and 333-126348) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007 and May 27November 26, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12December 4, 2008 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 November 12December 4, 2008 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 November 12December 4, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12February 26, 2008 2009 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act DocumentsDocument”), and as supplemented by a prospectus supplement dated November 12February 26, 2008 2009 (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 Document and the Current Report on Form 8-K of the Company dated November 12February 26, 2008 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 November 12February 26, 2008 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12October 3, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007, July 9, 2007, July 10, 2007, August 23, 2007, August 24, 2007 and May 27August 24, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 3, 2008 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 November 12October 3, 2008 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 November 12October 3, 2008 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 NotesPreference 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. 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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 9, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007 and October 9, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12October 11, 2008 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 Reports on Form 8-K of the Company dated November 12October 11, 2008 2007 and October 11, 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 November 12October 11, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12August 23, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated March 126, 20082007, April 8June 4, 2008 2007, June 18, 2007, June 29, 2007, July 9, 2007 July 10, 2007 and May 27August 23, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12August 24, 2008 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 Reports on Form 8-K of the Company dated November 12August 24, 2008 2007 and August 24, 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 November 12August 24, 2008 2007 pursuant to Rule 433 of the Act (the “Permitted Free Writing Prospectus”). The documents listed in Schedule III II 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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28January 8, 2007 2008 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12May 8, 2008 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 20082007, April January 8, 2008 and May 27February 26, 2008 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12May 8, 2008 (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 November 12May 8, 2008 (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 November 12May 8, 2008 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.” " 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxxxx Balch & Bingham LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006 and May 27October 17, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 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 NotesPreference 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. 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Notxx xxx xxxxxxn xxxxx xxxxxxxies (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 12August 19, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2004 and June 30, 2008 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004, April 87, 2008 2004, April 7, 2004, August 2, 2004 and May 27August 19, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 signaturessignatures (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 as the “"Agreements.” ". 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 000-000000-00 and 333-138503-02), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 11, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 20, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12January 11, 20082007, April 8February 5, 2008 2007 and May 27February 20, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12March 20, 2008 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 November 12March 20, 2008 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 November 12March 20, 2008 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12March 6, 2008 2007 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 2006 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November 12March 6, 2008 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 Document and the Current Report on Form 8-K of the Company dated November 12March 6, 2008 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 November 12March 6, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 333-126348- 02 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12January 30, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006, October 17, 2006, December 5, 2006, December 21, 2006 and May 27January 26, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12January 30, 2008 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 November 12January 30, 2008 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 November 12January 30, 2008 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 and the Underwriting Agreement are herein referred to collectively as the “Agreements.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 333-126348-01, 333-126348-02 and 333-126348-03) pertaining to the Notes and certain other securities Notxx xxx xxxxxxn xxxxx xxxxxxxies filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28July 19, 2007 2005 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12June 6, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006 and May 27June 6, 2008 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12June 7, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12June 7, 2008 2006 and June 7, 2006 (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 November 12June 7, 2008 2006 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 signaturessignatures (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.” " 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 000-000000-00 and 333-138503-02), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 11, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12August 13, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September June 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 2007, January 28, 2008, February 4, 2008, February 18, 2008, April 8, 2008, June 26, 2008 and May 27July 21, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12August 13, 2008 (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 November 12August 13, 2008 (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 November 12August 13, 2008 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 collectively as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12April 3, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007 and April 3, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12April 4, 2008 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 November 12April 4, 2008 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 November 12April 4, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 15, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 2008October 9, April 82007, 2008 October 11, 2007 and May 27October 11, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12October 15, 2008 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 November 12October 15, 2008 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 November 12October 15, 2008 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 NotesPreference 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. 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28January 8, 2007 2008 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12May 8, 2008 (the “"Pricing Prospectus”"), 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, Act 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, 2007, the Quarterly Reports Report on Form 10-Q of the Company for the quarters quarter ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 20082007, April January 8, 2008 and May 27February 26, 2008 (the “"Pricing Exchange Act Documents”"), and as supplemented by a prospectus supplement dated November 12May 8, 2008 (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 November 12May 8, 2008 (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 November 12May 8, 2008 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.” " 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Balch & Bingham LLP and addressed relying as to youmatters of New York law upon the xxxxxon xxxxx xhe date hereof rendered to you by Dewey & LeBoeuf LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 11, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005 and May 27January 10, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 11, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12January 11, 2008 2006 and January 13, 2006 (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 November 12January 11, 2008 2006 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 8, 2008 (the “Pricing Prospectus”), 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, Act 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, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007, November 26, 2007, December 4, 2007 and May 27December 21, 2008 2007 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12January 8, 2008 (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 November 12January 8, 2008 (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 November 12January 8, 2008 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 8, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007, November 26, 2007, December 4, 2007 and May 27December 21, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 8, 2008 (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 November 12, January 8 2008 (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 November 12January 8, 2008 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File NoNos. 333-140954) 138503, 000-000000-00 and 333-138503-02), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 11, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12August 13, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September June 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 2007, January 28, 2008, February 4, 2008, February 18, 2008, April 8, 2008, June 26, 2008 and May 27July 21, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12August 13, 2008 (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 November 12August 13, 2008 (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 November 12August 13, 2008 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 collectively as the “Agreements.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 000-000000-00, 000-000000-00 and 333-110950-03) pertaining to the Notes and certain other securities (the "Registration Statement"), filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003, as supplemented by a preliminary final prospectus supplement dated November 12February 10, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082003, June 30, 2008 2003 and September 30, 2008 2003 and the Current Reports on Form 8-K of the Company dated February 5, 2003, February 11, 2003, March 12, 20082003, April 15, 2003, May 1, 2003, November 14, 2003, December 2, 2003, December 8, 2008 2003, February 5, 2004 and May 27February 10, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 copies, and the authenticity of the originals of such latter documents. The Indenture and the Underwriting Agreement are herein referred to as the “"Agreements.” ". 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP LLP, dated the date hereof and addressed to you, you that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Notex xxx xxxxxxx oxxxx xxxxxxxxes (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003 as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 129, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082004, June 30, 2008 2004 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004, April 87, 2008 2004, April 7, 2004, August 2, 2004, August 19, 2004, August 30, 2004, September 15, 2004, October 5, 2004 and May 27November 9, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 signaturessignatures (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.” ". 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Dewey Ballantine LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November September 12, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007, April 83, 2008 2007, April 4, 2007 and May 271, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November September 12, 2008 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 November September 12, 2008 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 November September 12, 2008 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 NotesPreference 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. In such examination, we have assumed the genuineness of all signaturessignatures (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.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333- 126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 30, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006, October 17, 2006, December 5, 2006, December 21, 2006 and May 27January 26, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 30, 2008 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 November 12January 30, 2008 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 November 12January 30, 2008 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 and the Underwriting Agreement are herein referred to as the “Agreements.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12February 1, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005, January 10, 2006, January 11, 2006, January 13, 2006 and May 27January 31, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12February 1, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12February __, 2008 2006 and February __, 2006 (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 November 12February 1, 2008 2006 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 11, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005 and May 27January 10, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12January 11, 2008 2006 (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 Reports on Form 8-K of the Company dated November 12January 11, 2008 2006 and January 13, 2006 (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 November 12January 11, 2008 2006 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 signaturessignatures (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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082007, June 30, 2008 2007 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 6, 2007, April 3, 2007, April 4, 2007, May 1, 2007, September 12, 20082007, April 8October 9, 2008 2007, October 11, 2007, October 11, 2007, October 15, 2007 and May 27November 26, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12December 4, 2008 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 November 12December 4, 2008 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 November 12December 4, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954110950, 333-110950-01, 333-110950-02 and 333-110950-03) pertaining to the Notes and certain other securities Notxx xxx xxxxxxn xxxxx xxxxxxxies (the "Registration Statement"), filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under and the Act (the “Registration Statement”); the Company’s prospectus dated February 28December 19, 2007 (the “Basic Prospectus”) 2003, as supplemented by a preliminary final prospectus supplement relating to the Notes dated November 12August 19, 2008 2004 (the “Pricing "Final Supplemented Prospectus”"), 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, 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, 20072003 (the "Form 10-K"), the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2004 and June 30, 2008 and September 30, 2008 2004 and the Current Reports on Form 8-K of the Company dated March 12February 5, 20082004, February 10, 2004, April 87, 2008 2004, April 7, 2004, August 2, 2004 and May 27August 19, 2008 2004 (the “Pricing "Exchange Act Documents”), and a prospectus supplement dated November 12, 2008 (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 November 12, 2008 (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 November 12, 2008 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 as the “"Agreements.” ". 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxxxx Balch & Bingham LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28, 2007 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November March 12, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 2007 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November March 12, 2008 (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 Document and the Current Report on Form 8-K of the Company dated November March 12, 2008 (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 November March 12, 2008 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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12January 31, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072004, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082005, June 30, 2008 2005 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated February 21, 2005, March 12, 2008, April 8, 2008 2005, May 5, 2005, June 10, 2005, August 29, 2005, October 10, 2005, January 10, 2006, January 11, 2006, January 13, 2006 and May 27January 31, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12February 1, 2008 2006 (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 November 12February 1, 2008 2006 (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 November 12February 1, 2008 2006 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File No. 333-140954134219) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 9, 2007 2006 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 1213, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12May 6, 20082006, April 8May 31, 2008 2006, July 7, 2006 and May 27August 31, 2008 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12___________, 2008 2006 (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 November 12________, 2008 2006 (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 November 12_________, 2008 2006 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 signaturessignatures (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.” " 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Dewey Ballantine LLP and addressed relying as to youFlorida law upon the attached oxxxxxx xx Xxxxx & Lane to the Company, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 S-3, as amended (File No. 333-140954) 152895), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28September 8, 2007 2008 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12March 3, 2008 2009 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12, 2008, April 8, 2008 and May 27, 2008 (the “Pricing Exchange Act DocumentsDocument”), and a prospectus supplement dated November 12March 3, 2008 2009 (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 Document and the Current Report on Form 8-K of the Company dated November 12March 3, 2008 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 November 12March 3, 2008 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 (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 aforesaid and as to all matters covered hereby which are governed by or dependent upon of the federal law of the State of Georgia United States upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxxxxx Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954138480, 333-138480-01 and 333-138480-02) pertaining to the Notes and certain other securities oxxxx xxxxxxxxes filed by the Company under the Securities Act of 1933, as amended (the “"Act”"), as it became effective under the Act (the “"Registration Statement”"); the Company’s 's prospectus dated February 28November 20, 2007 2006 (the “"Basic Prospectus”") as supplemented by a preliminary prospectus supplement dated November 12___, 2008 2006 (the “"Pricing Prospectus”"), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters quarterly periods ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated March 12February 20, 20082006, April 8June 20, 2008 2006 and May 27October 17, 2008 2006 (the “"Pricing Exchange Act Documents”"), and a prospectus supplement dated November 12______, 2008 2006 (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 November 12___, 2008 2006 (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 November 12___, 2008 2006 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.” " 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 States of Florida and Mississippi upon the opinion of Beggs & Lane, a Registered Limited Liability Partnership ("Beggs & Lanx"), datxx xhe date hereof and addressed to you and as to axx xxtters covered hereby which are governed by or dependent upon the law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx Troutman Sanders LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) ), as supplemented by a preliminary prospectus supplement dated November 12March 8, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 2005 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006 and March 12, 2008, April 8, 2008 and May 27, 2008 2006 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 12March 9, 2008 2006 (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 November 12March 9, 2008 2006 (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 November 12March 9, 2008 2006 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 collectively as the “Agreements.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 1214, 2008 (the “Pricing Prospectus”), 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, Act 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, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 2007, January 8, 2008, April February 26, 2008, May 8, 2008, July 11, 2008, October 7, 2008 and May 27October 8, 2008 (the “Pricing Exchange Act Documents”), and as supplemented by a prospectus supplement dated November 1214, 2008 (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 November 1214, 2008 (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 November 1214, 2008 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.” 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 of Alabama law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof rendered to you by Xxxxx & Xxxxxxx LLP and addressed relying as to youmatters of New York law upon the opinion dated the date hereof rendered to you by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954148513) pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28January 8, 2007 2008 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 1214, 2008 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2007, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and the Current Reports on Form 8-K of the Company dated March 12December 21, 2007, January 8, 2008, April February 26, 2008, May 8, 2008, July 11, 2008, October 7, 2008 and May 27October 8, 2008 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 1214, 2008 (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 November 1214, 2008 (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 November 1214, 2008 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 signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx & XxXxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File No. 333-140954) 159072), pertaining to the Notes and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28May 8, 2007 2009 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12October 19, 2008 2009 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072008, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2009 and June 30, 2008 and September 30, 2008 2009 and the Current Reports on Form 8-K of the Company dated February 4, 2009, February 25, 2009, March 10, 2009, March 31, 2009, May 8, 2009, May 8, 2009, May 11, 2009, June 4, 2009, June 29, 2009, August 27, 2009, October 6, 2009, October 12, 20082009 and October 19, April 8, 2008 and May 27, 2008 2009 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12October 19, 2008 2009 (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 November 12October 19, 2008 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 November 12October 19, 2008 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 collectively as the “Agreements.” 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 law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
Samples: Underwriting Agreement (Southern Co)
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November 12December 4, 2008 2006 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072005, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20082006, June 30, 2008 2006 and September 30, 2008 2006 and the Current Reports on Form 8-K of the Company dated January 10, 2006, January 11, 2006, January 13, 2006, January 31, 2006, February 1, 2006, February 20, 2006, March 12, 2008, April 8, 2008 2006, March 9, 2006, June 6, 2006, June 7, 2006, June 7, 2006 (as amended June 19, 2006), June 9, 2006 and May 27October 17, 2008 2006 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 (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 November 12December 5, 2008 2006 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 NotesPreference 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. In such examination, we have assumed the genuineness of all signaturessignatures (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.” 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 of New York law of the State of Georgia upon the opinion of Xxxxxxxx Xxxxxxx LLP dated the date hereof and addressed rendered to youyou by Xxxxx Xxxxxxxxxx LLP, that:
Appears in 1 contract
thereof. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement. In rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File NoNos. 333-140954126348, 000-000000-00, 000-000000-00 and 333-126348-03) pertaining to the Notes Preference Stock and certain other securities filed by the Company under the Securities Act of 1933, as amended (the “Act”), as it became effective under the Act (the “Registration Statement”); the Company’s prospectus dated February 28July 19, 2007 2005 (the “Basic Prospectus”) as supplemented by a preliminary prospectus supplement dated November September 12, 2008 2007 (the “Pricing Prospectus”), 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, incorporates by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 20072006, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 2008, 2007 and June 30, 2008 and September 30, 2008 2007 and the Current Reports on Form 8-K of the Company dated January 26, 2007, January 30, 2007, March 126, 20082007, April 83, 2008 2007, April 4, 2007 and May 271, 2008 2007 (the “Pricing Exchange Act Documents”), and a prospectus supplement dated November September 12, 2008 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 November September 12, 2008 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 November September 12, 2008 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 NotesPreference 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. 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.” 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 law of the State of Georgia Alabama upon the opinion of Xxxxxxxx Xxxxx & Xxxxxxx LLP dated the date hereof and addressed to you, that:
Appears in 1 contract
