Exhibit F-2

                              Troutman Sanders LLP
                              Bank of America Plaza
                     600 Peachtree Street, N.E., Suite 5200
                           Atlanta, Georgia 30308-2216
                                 (404) 885-3000

                                November 13, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.

Washington, D.C. 20549

           Re:    Georgia Power Company (the "Company") et al.
                  File No. 70-9739

Ladies and Gentlemen:

         We are familiar with the statement on Form U-1, as amended, filed by
Alabama Power Company, the Company, Gulf Power Company and Mississippi Power
Company (collectively, the "Subsidiaries") in the above-referenced proceeding.
The transactions proposed therein include the authority for each of the
Subsidiaries to amend their respective charters. We are representing the Company
in connection with this matter and are furnishing this opinion with respect to
the proposed transactions by the Company.

         We are of the opinion that the Company is a validly organized and duly
existing corporation under the laws of the State of its incorporation and that,
upon the issuance of your order or orders herein, and in the event that the
proposed transactions are consummated in accordance with the terms of such
statement on Form U-1 and your order or orders:

         (a) all state laws applicable to the proposed transactions by the
Company will have been complied with; and

         (b) the consummation of such proposed transactions by the Company will
not violate the legal rights of the holders of any securities issued by the
Company or any associate company thereof.

         We hereby consent to the use of this opinion as an exhibit to the
above-mentioned statement on Form U-1.

                                Very truly yours,

                             /s/Troutman Sanders LLP