Series 2007D 4.85% Senior Notes due December 15, 2012 ALABAMA POWER COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • January 16th, 2008 • Alabama Power Co • Electric services • New York
We have acted as general counsel to Alabama Power Company (the “Company”) in connection with (i) the Company’s issuance of $300,000,000 aggregate principal amount of its Series 2007D 4.85% Senior Notes due December 15, 2012 (the “Notes”) pursuant to a Senior Note Indenture dated as of December 1, 1997, by and between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Trustee”), as heretofore supplemented, including by the Fortieth Supplemental Indenture dated as of December 12, 2007 (collectively, the “Indenture”); and (ii) the purchase by the Underwriters (as defined herein) of the Notes pursuant to the terms of an Underwriting Agreement dated January 8, 2008 (the “Underwriting Agreement”) among the Company and the Underwriters named in Schedule I thereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”). This opinion is being delivered to you as Represent
