Series 2008B 5.80% Senior Notes due November 15, 2013 ALABAMA POWER COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2008 • Alabama Power Co • Electric services • New York
We have acted as counsel to Alabama Power Company (the “Company”) in connection with (i) the Company’s issuance of $250,000,000 aggregate principal amount of its Series 2008B 5.80% Senior Notes due November 15, 2013 (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 Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as trustee (the “Trustee”), as heretofore supplemented and as further supplemented by the Forty-Second Supplemental Indenture dated as of November 21, 2008 (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 November 14, 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 delive
