Exhibit F-1

                               Balch & Bingham LLP
                               Post Office Box 306
                            Birmingham, Alabama 35201
                                 (205) 251-8100


                                November 28, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

    Re: Statement on Form U-1 of Alabama Power Company ("Alabama Power"), et al.

Ladies and Gentlemen:

         We are familiar with the statement on Form U-1, referred to above and,
as counsel to Alabama Power and Mississippi Power Company ("Mississippi Power"),
are furnishing this opinion with respect to the leasing of coal cars to
non-affiliates as described in such statement on Form U-1.

         We are of the opinion that Alabama Power is validly organized and duly
existing as a corporation under the laws of the State of Alabama, that
Mississippi Power is validly organized and duly existing as a corporation under
the laws of the State of Mississippi and that, upon the issuance of your order
herein and in the event that the proposed transactions by Alabama Power and
Mississippi Power are consummated in accordance with such statement on Form U-1
and such order:

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

         (b) the consummation of the proposed transactions by Alabama Power and
Mississippi Power will not violate the legal rights of the holders of any
securities issued by Alabama Power, Mississippi Power or any associate company
thereof.

         We hereby consent to the use of this opinion in connection with the
above-referenced statement on Form U-1.

                                Very truly yours,

                             /s/Balch & Bingham LLP