Series 2011C 5.200% Senior Notes due June 1, 2041 ALABAMA POWER COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2011 • 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 2011C 5.200% Senior Notes due June 1, 2041 (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-Seventh Supplemental Indenture dated as of May 24, 2011 (collectively, the “Indenture”); and (ii) the purchase by the Underwriters (as hereinafter defined) of the Notes pursuant to the terms of an Underwriting Agreement dated May 18, 2011 (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 yo
