<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>ex1-3.txt
<DESCRIPTION>UNDERWRITINGAGREEMENT
<TEXT>

                                                            Exhibit 1.3

                                  $200,000,000

                        SOUTHERN COMPANY CAPITAL TRUST VI
                      (a Delaware Statutory Business Trust)

                        7.125% Trust Preferred Securities
                 (Liquidation Amount $25 Per Preferred Security)

                             UNDERWRITING AGREEMENT


                                                             July 24, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013

As Representatives of the Underwriters named
in Schedule I hereto

Ladies and Gentlemen:

                  Southern Company Capital Trust VI (the "Trust"), a statutory
business trust organized under the Business Trust Act (the "Delaware Act") of
the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C.
(ss.) 3801 et seq.), Southern Company Capital Funding, Inc., a Delaware
corporation ("SoCo Capital"), and The Southern Company, a Delaware corporation
(the "Company" and, together with the Trust and SoCo Capital, the "Offerors"),
confirm their agreement (the "Agreement") with you and each of the other
Underwriters named in Schedule I hereto (collectively, the "Underwriters", which
term shall also include any underwriter substituted as hereinafter provided in
Section 10 hereof), for whom Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc. are acting as representatives (in such capacity, you shall
hereinafter be referred to as the "Representatives"), with respect to the sale
by the Trust and the purchase by the Underwriters, acting severally and not
jointly, of the respective numbers of 7.125% Trust Preferred Securities
(liquidation amount $25 per Preferred Security) of the Trust ("Preferred
Securities") set forth in Schedule I. The Preferred Securities will be
guaranteed by the Company with respect to distributions and payments upon
liquidation, redemption and otherwise (the "Preferred Securities Guarantee")
pursuant to the Preferred Securities Guarantee Agreement (the "Preferred
Securities Guarantee Agreement"), dated as of July 1, 2002, between the Company
and Deutsche Bank Trust Company Americas, as trustee (the "Preferred Securities
Guarantee Trustee"). The Preferred Securities and the related Preferred
Securities Guarantee are referred to herein as the "Securities."

                  The Offerors understand that the Underwriters propose to make
a public offering of the Preferred Securities as soon as the Representatives
deem advisable after this Agreement has been executed and delivered.

                  The entire proceeds from the sale of the Securities will be
combined with the entire proceeds from the sale by the Trust to SoCo Capital of
its common securities (the "Common Securities") and will be used by the Trust to
purchase the $206,185,575 aggregate principal amount of Series F 7.125% Junior
Subordinated Notes due June 30, 2042 (the "Junior Subordinated Notes") to be
issued by SoCo Capital. The Junior Subordinated Notes will be guaranteed by the
Company with respect to interest and principal, including payments on
acceleration, redemption and otherwise (the "Notes Guarantee") pursuant to the
terms of the Indenture.

                  The Preferred Securities and the Common Securities will be
issued pursuant to the Amended and Restated Trust Agreement, dated as of July 1,
2002 (the "Trust Agreement"), among SoCo Capital, as Depositor, Wayne Boston and
Samuel H. Dabbs, Jr. (the "Administrative Trustees"), Deutsche Bank Trust
Company (Delaware), a Delaware banking corporation (the "Delaware Trustee"), and
Deutsche Bank Trust Company Americas, a New York banking corporation (the
"Property Trustee" and, together with the Delaware Trustee and the
Administrative Trustees, the "Trustees"), as trustees, and the holders from time
to time of undivided beneficial interests in the assets of the Trust. The Junior
Subordinated Notes will be issued pursuant to an indenture, dated as of June 1,
1997 (the "Base Indenture"), between SoCo Capital and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), as trustee (the
"Debt Trustee"), and a fourth supplemental indenture to the Base Indenture,
dated as of July 31, 2002 (the "Supplemental Indenture" and, together with the
Base Indenture and any other amendments or supplements thereto, the
"Indenture"), among SoCo Capital, the Company and the Debt Trustee.

                  The Company and the Trust will enter into an Agreement as to
Expenses and Liabilities dated as of July 1, 2002 (the "Agreement as to Expenses
and Liabilities"). Pursuant to the Agreement as to Expenses and Liabilities, the
Company will guarantee to each person or entity to whom the Trust may be
indebted or liable, the full payment of such obligations.

Section 1.        REPRESENTATIONS AND WARRANTIES.
                  ------------------------------

                  The Offerors jointly and severally represent and warrant to
each Underwriter as follows:

(a) A registration statement on Form S-3, as amended (File Nos. 333-65178,
333-65178-01, 333-65178-02 and 333-65178-03), in respect of the Preferred
Securities, the Preferred Securities Guarantee, the Notes Guarantee, the Junior
Subordinated Notes and certain other securities ("Registered Securities") has
been prepared and filed in accordance with the provisions of the Securities Act
of 1933, as amended (the "Securities Act"), with the Securities and Exchange
Commission (the "Commission"); such registration statement, as amended, and any
post-effective amendment thereto, each in the form heretofore delivered or to be
delivered to the Underwriters, has been declared effective by the Commission in
such form (except that copies of the registration statement, as amended, and any
post-effective amendment delivered to the Underwriters need not include exhibits
but shall include all documents incorporated by reference therein); and no stop
order suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or, to the best
knowledge of the Company, threatened by the Commission (any preliminary
prospectus, as supplemented by a preliminary prospectus supplement, included in
such registration statement or filed with the Commission pursuant to Rule 424(a)
of the rules and regulations of the Commission under the Securities Act, being
hereinafter called a "Preliminary Prospectus"); such registration statement, as
it became effective, including the exhibits thereto and all documents
incorporated by reference therein pursuant to Item 12 of Form S-3 at the time
such registration statement became effective, being hereinafter called the
"Registration Statement"; the prospectus relating to the Registered Securities,
in the form in which it was included in the Registration Statement at the time
it became effective, being hereinafter called the "Prospectus"; any reference
herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Securities Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or Prospectus, as the case may be; any reference to any
amendment to the Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and the Prospectus as
amended or supplemented in final form by a prospectus supplement relating to any
of the Registered Securities in the form in which it is filed with the
Commission, pursuant to Rule 424(b) under the Securities Act in accordance with
Section 3(g) hereof, including any documents incorporated by reference therein
as of the date of such filing, being hereinafter called the "Final Supplemented
Prospectus".

(b) The documents incorporated by reference in the Registration Statement or
Prospectus, when they were filed with the Commission, complied in all material
respects with the applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder, and as of such time of filing, when
read together with the Prospectus, none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and any further
documents so filed and incorporated by reference in the Prospectus or any
further amendment or supplement thereto, when such documents are filed with the
Commission, will comply in all material respects with the applicable provisions
of the Exchange Act and the rules and regulations of the Commission thereunder
and, when read together with the Prospectus as it otherwise may be amended or
supplemented, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that neither the Trust, SoCo Capital nor the
Company makes any warranty or representation to any Underwriter with respect to:
(A) any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Trust, SoCo Capital or the Company by an
Underwriter through you expressly for use in the Prospectus or the Final
Supplemented Prospectus; or (B) any information set forth in the Prospectus or
the Final Supplemented Prospectus under the caption "Description of the
Preferred Securities -- Book Entry Only Issuance -- The Depository Trust
Company."

(c) The Registration Statement, the Prospectus and the Final Supplemented
Prospectus comply, in all material respects, in form and substance, with the
applicable provisions of the Securities Act, the Exchange Act, the Trust
Indenture Act of 1939, as amended (the "TIA"), and the rules and regulations of
the Commission thereunder and neither the Registration Statement, the Prospectus
nor the Final Supplemented Prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; except that neither
the Company, SoCo Capital nor the Trust makes any warranties or representations
with respect to (A) that part of the Registration Statement which shall
constitute the Statements of Eligibility (Form T-1) (collectively, the "Form
T-1") under the TIA, (B) statements or omissions made in the Registration
Statement, the Prospectus or the Final Supplemented Prospectus in reliance upon
and in conformity with information furnished in writing to the Trust, SoCo
Capital or the Company by an Underwriter expressly for use therein or (C) any
information set forth in the Prospectus or the Final Supplemented Prospectus
under the caption "Description of the Preferred Securities -- Book-Entry Only
Issuance -- The Depository Trust Company".

(d) With respect to the Registration Statement, the conditions for use of Form
S-3, as set forth in the General Instructions thereof, have been satisfied.

(e) Since the respective dates as of which information is given in the
Registration Statement and the Final Supplemented Prospectus, except as
otherwise stated therein, there has been no material adverse change in the
business, properties or financial condition of the Company.

(f) Since the respective dates as of which information is given in the
Registration Statement and the Final Supplemented Prospectus, except as
otherwise stated therein, there has not been any material adverse change or, to
the best of the Company's knowledge, any development involving a prospective
material adverse change in or affecting the business, properties or financial
condition of the Trust (it being understood that any such change involving only
the Company shall not constitute such a change with respect to the Trust).

(g) Since the respective dates as of which information is given in the
Registration Statement and the Final Supplemented Prospectus, except as
otherwise stated therein, there has not been any material adverse change or, to
the best of the Company's knowledge, any development involving a prospective
material adverse change in or affecting the business, properties or financial
condition of SoCo Capital (it being understood that any such change involving
only the Company shall not constitute such a change with respect to SoCo
Capital).

(h) The Company has been duly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of Delaware, and has due
corporate authority to conduct the business in which it is engaged and to own
and operate the properties used by it in such business, to enter into and
perform its obligations under this Agreement, the Indenture and the Preferred
Securities Guarantee Agreement and to issue and deliver the Preferred Securities
Guarantee and the Notes Guarantee.

(i) SoCo Capital has been duly incorporated and is validly existing and in good
standing as a corporation under the laws of the State of Delaware and has due
corporate authority to conduct its business, as described in the Registration
Statement and the Prospectus, to enter into and perform its obligations under
this Agreement, the Trust Agreement and the Indenture and to purchase, own and
hold the Common Securities issued by the Trust and to issue the Junior
Subordinated Notes.

(j) The Trust has been duly created and is validly existing and in good standing
as a business trust under the Delaware Act with the power and authority to own
property and to conduct its business as described in the Registration Statement
and the Final Supplemented Prospectus and to enter into and perform its
obligations under this Agreement and the Trust Agreement; the Trust is duly
qualified to transact business as a foreign company and is in good standing in
any other jurisdiction in which such qualification is necessary, except to the
extent that the failure to so qualify or be in good standing would not have a
material adverse effect on the Trust; the Trust is not a party to or otherwise
bound by any agreement other than those described in the Final Supplemented
Prospectus; the Trust is and will be classified for United States federal income
tax purposes as a grantor trust and not as an association taxable as a
corporation; and the Trust is and will be treated as a consolidated subsidiary
of the Company pursuant to generally accepted accounting principles.

(k) The Common Securities have been duly authorized by the Trust Agreement and,
when issued and delivered by the Trust to SoCo Capital against payment therefor
as described in the Registration Statement and the Final Supplemented
Prospectus, will be validly issued and (subject to the terms of the Trust
Agreement) fully paid and non-assessable undivided beneficial interests in
assets of the Trust and will conform in all material respects to all statements
relating thereto contained in the Final Supplemented Prospectus; the issuance of
the Common Securities is not subject to preemptive or other similar rights; and,
on the Closing Date (as defined herein), all of the issued and outstanding
Common Securities of the Trust will be directly owned by SoCo Capital, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equitable right.

(l)      This Agreement has been duly authorized, executed and delivered by
         each of the Offerors.

(m) The Trust Agreement has been duly authorized by SoCo Capital and, on the
Closing Date, will have been duly executed and delivered by SoCo Capital and the
Administrative Trustees, and assuming due authorization, execution and delivery
of the Trust Agreement by the Delaware Trustee and the Property Trustee, the
Trust Agreement will, on the Closing Date, be a valid and binding obligation of
SoCo Capital and the Administrative Trustees, enforceable against SoCo Capital
and the Administrative Trustees in accordance with its terms, except to the
extent that enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, receivership, liquidation, fraudulent conveyance, moratorium or
other similar laws affecting creditors' rights generally or (2) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity) (the "Enforceability Exceptions") and will
conform in all material respects to all statements relating thereto in the Final
Supplemented Prospectus; and on the Closing Date, the Trust Agreement will have
been duly qualified under the TIA.

(n) The Preferred Securities Guarantee Agreement and the Agreement as to
Expenses and Liabilities have been duly authorized by the Company and, on the
Closing Date, will have been duly executed and delivered by the Company, and,
assuming due authorization, execution and delivery of the Preferred Securities
Guarantee Agreement and the Agreement as to Expenses and Liabilities by the
other respective parties thereto, the Preferred Securities Guarantee Agreement
and the Agreement as to Expenses and Liabilities will, on the Closing Date,
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms except to the extent that enforcement
thereof may be limited by the Enforceability Exceptions, and each of the
Preferred Securities Guarantee, the Agreement as to Expenses and Liabilities and
the Preferred Securities Guarantee Agreement will conform in all material
respects to all statements relating thereto contained in the Final Supplemented
Prospectus, and, on the Closing Date, the Preferred Securities Guarantee
Agreement will have been duly qualified under the TIA.

(o) The Preferred Securities have been duly authorized by the Trust Agreement
and, when issued and delivered by the Trust pursuant to this Agreement against
payment of the consideration set forth herein, will be validly issued and
(subject to the terms of the Trust Agreement) fully paid and non-assessable
undivided beneficial interests in the assets of the Trust, will be entitled to
the benefits of the Trust Agreement and will conform in all material respects to
all statements relating thereto contained in the Final Supplemented Prospectus,
the issuance of the Preferred Securities is not subject to preemptive or other
similar rights; (subject to the terms of the Trust Agreement) holders of
Preferred Securities will be entitled to the same limitation of personal
liability under Delaware law as extended to stockholders of private corporations
for profit.

(p) The Indenture has been duly authorized by SoCo Capital and the Company and,
on the Closing Date, will have been duly executed and delivered by SoCo Capital
and the Company, and, assuming due authorization, execution and delivery of the
Indenture by the Debt Trustee, the Indenture will, on the Closing Date,
constitute a valid and binding obligation of each of SoCo Capital and the
Company, enforceable against each in accordance with its terms except to the
extent that enforcement thereof may be limited by the Enforceability Exceptions;
the Indenture and the Notes Guarantee will conform in all material respects to
all statements relating thereto contained in the Final Supplemented Prospectus;
and on the Closing Date, the Indenture will have been duly qualified under the
TIA.

(q) The issuance and delivery of the Junior Subordinated Notes have been duly
authorized by SoCo Capital and, on the Closing Date, the Junior Subordinated
Notes will have been duly executed by SoCo Capital and, when authenticated in
the manner provided for in the Indenture and delivered against payment therefor
as described in the Final Supplemented Prospectus, will constitute valid and
legally binding obligations of SoCo Capital, enforceable against SoCo Capital in
accordance with their terms, except to the extent that enforcement thereof may
be limited by the Enforceability Exceptions, will be in the form contemplated
by, and entitled to the benefits of, the Indenture and will conform in all
material respects to all statements relating thereto in the Final Supplemented
Prospectus.

(r) The Company's obligations under the Preferred Securities Guarantee (i) are
subordinate and junior in right of payment to all liabilities of the Company,
except those obligations or liabilities made pari passu or subordinate by their
terms, (ii) are pari passu with the preferred stock that may be issued by the
Company and (iii) are senior to all common stock of the Company.

(s) The Junior Subordinated Notes are subordinated and junior in right of
payment to all "Senior Indebtedness" (as defined in the Indenture) of SoCo
Capital.

(t)      The Notes Guarantee is subordinate and junior to all "Senior
Indebtedness" (as defined in the Indenture) of the Company.

(u)      Each of the Administrative Trustees of the Trust has been duly
authorized by the Company to execute and deliver the Trust Agreement.

(v) Neither the Trust, the Company nor SoCo Capital nor any of the Company's
other subsidiaries is and, after giving effect to the offering and sale of the
Preferred Securities, will be an "investment company" or an entity "controlled"
by an "investment company" within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act").

(w) The execution, delivery and performance by the Offerors of this Agreement
and by the Trust and SoCo Capital of the Trust Agreement, the Preferred
Securities, the Common Securities, the Junior Subordinated Notes, and by SoCo
Capital and the Company of the Indenture, and by the Company of the Preferred
Securities Guarantee Agreement, the Agreement as to Expenses and Liabilities,
the Preferred Securities Guarantee and the Notes Guarantee and the consummation
by the Offerors of the transactions contemplated herein and therein and
compliance by the Offerors with their respective obligations hereunder and
thereunder shall have been duly authorized by all necessary action (corporate or
otherwise) on the part of the Offerors and do not and will not result in any
violation of the charter or bylaws of the Company, SoCo Capital or the Trust
Agreement or related Certificate of Trust and do not and will not conflict with,
or result in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Trust, SoCo Capital or the
Company under (A) any contract, indenture, mortgage, loan agreement, note, lease
or other agreement or instrument to which the Trust, SoCo Capital or the Company
is a party or by which any of them may be bound or to which any of their
properties may be subject (except for conflicts, breaches or defaults which
would not, individually or in the aggregate, be materially adverse to the Trust,
SoCo Capital or the Company or materially adverse to the transactions
contemplated by this Agreement), or (B) any existing applicable law, rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, or any regulatory body or
administrative agency or other governmental body having jurisdiction over the
Trust, SoCo Capital or the Company, or any of their respective properties.

(x) No authorization, approval, consent or order of any court or governmental
authority or agency is necessary in connection with the issuance and sale of the
Common Securities or the offering of the Preferred Securities, the Junior
Subordinated Notes, the Preferred Securities Guarantee or the Notes Guarantee or
the transactions contemplated in this Agreement, except (A) such as may be
required under the Securities Act or the rules and regulations thereunder; (B)
such as may be required under the Public Utility Holding Company Act of 1935, as
amended (the "1935 Act"); (C) the qualification of the Trust Agreement, the
Preferred Securities Guarantee Agreement and the Indenture under the TIA; and
(D) such consents, approvals, authorizations, registrations or qualifications as
may be required under state securities or Blue Sky laws.

(y) The financial statements incorporated by reference in the Registration
Statement and the Prospectus, together with the related schedules and notes,
present fairly, in all material respects, the financial position, results of
operations and cash flows of the Company as of and for the dates indicated; said
financial statements have been prepared in conformity with accounting principles
generally accepted in the United States ("GAAP") applied on a consistent basis
(except that the unaudited financial statements may be subject to normal
year-end adjustments) throughout the periods involved and necessarily include
amounts that are based on the best estimates and judgments of management. The
selected financial data and the summary financial information included in the
Final Supplemented Prospectus present fairly the information shown therein and
have been compiled on a basis consistent with that of the audited and unaudited
financial statements incorporated by reference in the Registration Statement.

                  Section 2.   SALE AND DELIVERY TO UNDERWRITERS; CLOSING.
                                ------------------------------------------

(a) On the basis of the representations and warranties herein contained and
subject to the terms and conditions herein set forth, the Trust agrees to sell
to each Underwriter, severally and not jointly, and each Underwriter, severally
and not jointly, agrees to purchase from the Trust, at the price per security
set forth in Schedule II hereto, the number of Preferred Securities set forth in
Schedule I opposite the name of such Underwriter, plus any additional number of
Preferred Securities that such Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof.

(b) The purchase price per Preferred Security to be paid by the several
Underwriters for the Preferred Securities shall be an amount equal to the
initial public offering price set forth on Schedule II, which is a fixed price
determined by agreement between the Representatives and the Offerors. As
compensation to the Underwriters for their commitments hereunder and in view of
the fact that the proceeds of the sale of the Preferred Securities will be used
to purchase the Junior Subordinated Notes of the Company, the Company hereby
agrees to pay on the Closing Date (as defined below) to Salomon Smith Barney
Inc., for the accounts of the several Underwriters, a commission per Preferred
Security as set forth on Schedule II for the Preferred Securities to be
delivered by the Trust hereunder on the Closing Date.

(c) Payment of the purchase price for, and delivery of certificates for, the
Preferred Securities shall be made at the offices of Troutman Sanders LLP, 600
Peachtree Street, N.E., Atlanta, Georgia at 10:00 A.M., New York time, on July
31, 2002 (unless postponed in accordance with the provisions of Section 10) or
such other time, place or date as shall be agreed upon by the Representatives,
the Trust, SoCo Capital and the Company (such time and date of payment and
delivery being herein called the "Closing Date"). Payment shall be made to the
Trust, by wire transfer in federal funds at the Closing Date, against delivery
to Salomon Smith Barney Inc. for the respective accounts of the Underwriters of
certificates for the Preferred Securities to be purchased by them. Certificates
for the Preferred Securities shall be in such denominations and registered in
such names as the Representatives may request in writing at least two business
days before the Closing Date. It is understood that each Underwriter has
authorized Salomon Smith Barney Inc., for its account, to accept delivery of,
receipt for, and make payment of the purchase price for, the Preferred
Securities which it has agreed to purchase. Salomon Smith Barney Inc.,
individually and not as a Representative of the Underwriters, may (but shall not
be obligated to) make payment of the purchase price for the Preferred Securities
to be purchased by any Underwriter whose funds have not been received by the
Closing Date, but such payment shall not relieve such Underwriter from its
obligations hereunder.

(d) The certificate(s) for the Preferred Securities will be made available for
examination and packaging by the Representatives not later than 12:00 Noon, New
York time, on the last business day prior to the Closing Date.

(e) On the Closing Date, the Company will pay, or cause to be paid, the
commission payable at such time to the Underwriters under Section 2(b) hereof by
wire transfer to Salomon Smith Barney Inc. in federal funds.

                  Section 3.   COVENANTS OF THE OFFERORS.
                               -------------------------

                  Each of the Offerors jointly and severally covenants with each
Underwriter as follows:

(a) The Offerors, on or prior to the Closing Date, will deliver to the
Underwriters conformed copies of the Registration Statement as originally filed
and of all amendments thereto, heretofore or hereafter made, including any
post-effective amendment (in each case including all exhibits filed therewith,
and including unsigned copies of each consent and certificate included therein
or filed as an exhibit thereto, except exhibits incorporated by reference,
unless specifically requested). As soon as the Company is advised thereof, it
will advise the Representatives orally of the issuance of any stop order under
the Securities Act with respect to the Registration Statement, or the
institution of any proceedings therefor, of which the Company shall have
received notice, and will use its best efforts to prevent the issuance of any
such stop order and to secure the prompt removal thereof, if issued. The
Offerors will deliver to the Underwriters sufficient conformed copies of the
Registration Statement, the Prospectus and the Final Supplemented Prospectus and
of all supplements and amendments thereto (in each case without exhibits) for
distribution to each Underwriter and, from time to time, as many copies of the
Prospectus and the Final Supplemented Prospectus as the Underwriters may
reasonably request for the purposes contemplated by the Securities Act or the
Exchange Act.

(b) The Offerors will furnish the Underwriters with copies of each amendment and
supplement to the Prospectus and the Final Supplemented Prospectus relating to
the offering of the Preferred Securities in such quantities as the Underwriters
may from time to time reasonably request. If, during the period (not exceeding
nine months) when the delivery of a prospectus shall be required by law in
connection with the sale of any Preferred Securities by an Underwriter or
dealer, any event relating to or affecting the Company, or of which the Company
shall be advised in writing by the Underwriters, shall occur, which in the
opinion of the Company or of Underwriters' counsel should be set forth in a
supplement to or an amendment of the Final Supplemented Prospectus in order to
make the Final Supplemented Prospectus not misleading in the light of the
circumstances when it is delivered, or if for any other reason it shall be
necessary during such period to amend or supplement the Final Supplemented
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Final Supplemented Prospectus in order to comply with the
Securities Act or the Exchange Act, the Company forthwith will (i) notify the
Underwriters to suspend solicitation of purchases of the Preferred Securities
and (ii) at its expense, make any such filing or prepare and furnish to the
Underwriters a reasonable number of copies of a supplement or supplements or an
amendment or amendments to the Final Supplemented Prospectus which will
supplement or amend the Final Supplemented Prospectus so that, as supplemented
or amended, it will not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances when the Final Supplemented Prospectus is
delivered, not misleading or which will effect any other necessary compliance.
In case any Underwriter is required to deliver a prospectus in connection with
the sale of any Preferred Securities after the expiration of the period
specified in the preceding sentence, the Company, upon the request of such
Underwriter, will furnish to such Underwriter, at the expense of such
Underwriter, a reasonable quantity of a supplemented or amended prospectus, or
supplements or amendments to the Final Supplemented Prospectus, complying with
Section 10(a) of the Securities Act. During the period specified in the second
sentence of this subsection, the Company will continue to prepare and file with
the Commission on a timely basis all documents or amendments required under the
Exchange Act and the rules and regulations thereunder; provided, that the
Company shall not file such documents or amendments without also furnishing
copies thereof prior to such filing to the Representatives and Dewey Ballantine
LLP.

(c) The Offerors will endeavor, in cooperation with the Underwriters, to qualify
the Preferred Securities and, to the extent required or advisable, the Preferred
Securities Guarantee and the Junior Subordinated Notes, for offering and sale
under the applicable securities laws of such states and the other jurisdictions
of the United States as the Representatives may designate; provided, however,
that none of the Offerors shall be obligated to qualify as a foreign corporation
in any jurisdiction in which it is not so qualified or to file a consent to
service of process or to file annual reports or to comply with any other
requirements in connection with such qualification deemed by the Company to be
unduly burdensome.

(d) The Company will make generally available to its security holders as soon as
practicable but not later than 45 days after the close of the period covered
thereby, an earnings statement of the Company (in form complying with the
provisions of Rule 158 of the rules and regulations under the Securities Act)
covering a twelve-month period beginning not later than the first day of the
Company's fiscal quarter next following the "effective date" (as defined in Rule
158) of the Registration Statement.

(e) The Offerors will use best efforts to effect the listing of the Preferred
Securities on the New York Stock Exchange; if the Preferred Securities are
exchanged for Junior Subordinated Notes, the Company will use its best efforts
to effect the listing of the Junior Subordinated Notes on any exchange on which
the Preferred Securities are then listed.

(f) During a period of 15 days from the date of this Agreement, neither the
Trust, SoCo Capital nor the Company will, without the Representatives' prior
written consent, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any preferred securities, any security
convertible into or exchangeable into or exercisable for preferred securities or
junior subordinated notes or any debt securities substantially similar to the
Junior Subordinated Notes or equity securities substantially similar to the
Preferred Securities (except for the Junior Subordinated Notes and the Preferred
Securities issued pursuant to this Agreement).

(g) As soon as practicable after the date of this Agreement, and in any event
within the time prescribed by Rule 424 under the Securities Act, to file the
Final Supplemented Prospectus with the Commission and to advise the
Representatives of such filing and to confirm such advice in writing.

                  Section 4.   PAYMENT OF EXPENSES.
                               -------------------

                  The Company will pay all expenses incident to the performance
of each Offeror's obligations under this Agreement, including, but not limited
to, the expenses of (i) the printing and filing of the Registration Statement as
originally filed and of each amendment thereto, (ii) the preparation, issuance
and delivery of the certificate(s) for the Preferred Securities to the
Underwriters, (iii) the fees and disbursements of the Company's, SoCo Capital's
and the Trust's counsel and accountants, (iv) the qualification of the Preferred
Securities and, to the extent required or advisable, the Notes Guarantee, the
Preferred Securities Guarantee and the Junior Subordinated Notes, under
securities laws in accordance with the provisions of Section 3(c) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of any blue sky survey (such fees and disbursements of counsel shall not exceed
$3,500), (v) the printing and delivery to the Underwriters of copies of the
Registration Statement as originally filed and of each amendment thereto and of
the Final Supplemented Prospectus and any amendments or supplements thereto,
(vi) the printing and delivery to the Underwriters of copies of any blue sky
survey, (vii) the fee of the National Association of Securities Dealers, Inc. in
connection with its review of the offering contemplated by this Agreement, if
applicable, (viii) the fees and expenses of the Debt Trustee, including the fees
and disbursements of counsel for the Debt Trustee in connection with the
Indenture and the Junior Subordinated Notes, (ix) the fees and expenses of the
Delaware Trustee, the Property Trustee and the Guarantee Trustee, including the
fees and disbursements of counsel for the Delaware Trustee in connection with
the Trust Agreement and the related Certificate of Trust, (x) the fees and
disbursements of Delaware counsel to the Trust and SoCo Capital, (xi) any fees
payable in connection with the rating of the Preferred Securities and Junior
Subordinated Notes, (xii) the fees and expenses incurred with the listing of the
Preferred Securities and, if applicable, the Junior Subordinated Notes on the
New York Stock Exchange, (xiii) the cost and charges of any transfer agent or
registrar and (xiv) the cost of qualifying the Preferred Securities and, if
applicable, the Junior Subordinated Notes with The Depository Trust Company.

                  Except as otherwise provided in Section 9 hereof, the
Underwriters shall pay all other expenses incurred by them in connection with
their offering of the Preferred Securities, including fees and disbursements of
their counsel, Dewey Ballantine LLP.

                  Section 5.   CONDITIONS OF UNDERWRITERS' OBLIGATIONS.
                               ---------------------------------------

                  The obligations of the Underwriters to purchase and pay for
the Preferred Securities are subject to the following conditions:

(a) No stop order suspending the effectiveness of the Registration Statement
shall be in effect on the Closing Date and no proceedings for that purpose shall
be pending before, or to the knowledge of the Company threatened by, the
Commission on such date. If filing of the Final Supplemented Prospectus, or any
supplement thereto, is required pursuant to Rule 424, the Final Supplemented
Prospectus, and any such supplement, shall have been filed in the manner and
within the time period required by Rule 424.

(b) Orders of the Commission permitting the transactions contemplated hereby
substantially in accordance with the terms and conditions hereof shall be in
full force and effect and shall contain no provision unacceptable to the
Underwriters or the Company (but all provisions of such order or orders
heretofore entered, copies of which have heretofore been delivered to the
Representatives, are deemed acceptable to the Underwriters and the Company and
all provisions of such order or orders hereafter entered shall be deemed
acceptable to the Underwriters and the Company unless within 24 hours after
receiving a copy of any such order any party to this Agreement shall give notice
to the other parties to the effect that such order contains an unacceptable
provision).

(c)      On the Closing Date the Representatives shall have received:

(1)      The opinion, dated the Closing Date, of Troutman Sanders LLP, counsel
         for the Company, substantially in the form attached hereto as
         Schedule III.

(2)      The opinion, dated the Closing Date, of Richards, Layton & Finger,
         P.A., Delaware counsel to the Trust, substantially in the
         form attached hereto as Schedule IV.

(3)      The opinion, dated the Closing Date, of Richards, Layton & Finger,
         P.A., Delaware counsel to the Delaware Trustee, substantially in the
         form attached hereto as Schedule V.

(4)      The opinion, dated the Closing Date, of White & Case LLP, counsel to
         the Property Trustee, the Guarantee Trustee and the Debt Trustee,
         substantially in the form attached hereto as Schedule VI.

(5)      The favorable opinion, dated as of the Closing Date, of Dewey
         Ballantine LLP, counsel for the Underwriters, substantially in the form
         attached hereto as Schedule VII.

(6)      At the Closing Date, there shall not have been, since the respective
         dates as of which information is given in the Registration Statement
         and the Final Supplemented Prospectus, any material adverse change in
         the business, properties or financial condition of the Offerors,
         whether or not arising in the ordinary course of business, and the
         Representatives shall have received a certificate of the Chairman of
         the Board, the President or any Vice President of the Company and SoCo
         Capital and a certificate of the Administrative Trustees of the Trust,
         and dated as of the Closing Date, to the effect that (i) there has been
         no such material adverse change, (ii) the representations and
         warranties in Section 1 hereof are true and correct with the same force
         and effect as though expressly made at and as of the Closing Date,
         (iii) the Offerors have complied with all agreements and satisfied all
         conditions on their respective parts to be performed or satisfied on or
         prior to the Closing Date, and (iv) no stop order suspending the
         effectiveness of the Registration Statement has been issued and no
         proceedings for that purpose have been initiated or, to the knowledge
         of the Company, threatened by the Commission.

(7)      On the Closing Date, the Representatives shall have received from
         Deloitte & Touche LLP a letter dated the Closing Date to the effect
         that: (A) they are independent public accountants with respect to the
         Company within the meaning of the Securities Act and the rules and
         regulations under the Securities Act and (B) on the basis of certain
         limited procedures performed through a specified date not more than
         five business days prior to the date of such letter, namely (i) reading
         the minute books of the Company; (ii) performing the procedures
         specified by the American Institute of Certified Public Accountants
         used for a review of interim financial information as described in
         Statement on Auditing Standards No. 71, "Interim Financial
         Information", on the unaudited financial statements, if any, of the
         Company incorporated in the Prospectus and of the latest available
         unaudited financial statements of the Company, if any, for any calendar
         quarter subsequent to the date of those incorporated in the Prospectus;
         and (iii) making inquiries of certain officials of the Company who have
         responsibility for financial and accounting matters regarding such
         unaudited financial statements or any specified unaudited amounts
         derived therefrom (it being understood that the foregoing procedures do
         not constitute an audit performed in accordance with generally accepted
         auditing standards and they would not necessarily reveal matters of
         significance with respect to the comments made in such letter, and
         accordingly that Deloitte & Touche LLP make no representations as to
         the sufficiency of such procedures for the Underwriters' purposes),
         nothing came to their attention that caused them to believe that: (1)
         any material modifications should be made to the unaudited condensed
         financial statements, if any, incorporated in the Prospectus, for them
         to be in conformity with generally accepted accounting principles; (2)
         such unaudited condensed financial statements do not comply as to form
         in all material respects with the applicable accounting requirements of
         the Exchange Act as it applies to Form 10-Q and the related published
         rules and regulations thereunder; (3) the unaudited amounts for
         Operating Revenues, Earnings From Continuing Operations Before Interest
         and Income Taxes, Earnings From Continuing Operations Before Cumulative
         Effect of Accounting Change, Consolidated Net Income and the unaudited
         Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges Plus
         Preferred Dividend Requirements (Pre-Income Tax Basis) set forth in the
         Final Prospectus Supplement do not agree with the amounts set forth in
         or derived from the unaudited financial statements for the same period
         included or incorporated by reference in the Registration Statement;
         (4) as of a specified date not more than five business days prior to
         the date of delivery of such letter, there has been any change in the
         capital stock or long-term debt of the Company or any decrease in net
         assets as compared with amounts shown in the latest unaudited balance
         sheet incorporated by reference in the Prospectus, except in each case
         for changes or decreases which (i) the Prospectus discloses have
         occurred or may occur, (ii) are occasioned by the declaration of
         dividends, (iii) are occasioned by draw-downs and regularly scheduled
         payments of capitalized lease obligations, (iv) are occasioned by the
         purchase or redemption of bonds or stock to satisfy mandatory or
         optional redemption provisions relating thereto, or (v) are disclosed
         in such letter; and (5) the unaudited amounts for Operating Revenues,
         Earnings From Continuing Operations Before Interest and Income Taxes
         and Consolidated Net Income and the unaudited Ratios of Earnings to
         Fixed Charges and Earnings to Fixed Charges Plus Preferred Dividend
         Requirements (Pre-Income Tax Basis) for any calendar quarter subsequent
         to those set forth in (3) above, which if available shall be set forth
         in such letter, do not agree with the amounts set forth in or derived
         from the unaudited financial statements for the same period included or
         incorporated by reference in the Prospectus.

(8)      On the Closing Date, Dewey Ballantine LLP, counsel for the
         Underwriters, shall have been furnished with such documents and
         opinions as they may reasonably require for the purpose of enabling
         them to pass upon the issuance and sale of the Preferred Securities as
         herein contemplated and related proceedings, or in order to evidence
         the accuracy of any of the representations or warranties, or the
         fulfillment of any of the conditions, herein contained; and all
         proceedings taken by the Offerors, in connection with the issuance and
         sale of the Preferred Securities as herein contemplated shall be
         satisfactory in form and substance to the Representatives and Dewey
         Ballantine LLP, counsel for the Underwriters.

(9)      On the Closing Date, the Preferred Securities shall have been approved
         for listing on the New York Stock Exchange upon notice of issuance.

(10)     On the Closing Date, the Representatives shall have received a
         certificate of a vice president of the Company certifying that a
         Special Event (as defined in the Prospectus) shall not have occurred
         and be continuing.

(11)     That no amendment or supplement to the Registration Statement, the
         Prospectus or the Final Supplemented Prospectus filed subsequent to the
         date of this Agreement (including any filing made by the Company
         pursuant to Section 13 or 14 of the Exchange Act) shall be
         unsatisfactory in form to Dewey Ballantine LLP or shall contain
         information (other than with respect to an amendment or supplement
         relating solely to the activity of any Underwriter or Underwriters)
         which, in the reasonable judgment of the Representatives, shall
         materially impair the marketability of the Preferred Securities.

(12)     The Offerors shall have performed their respective obligations when
         and as provided under this Agreement.

                  If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Representatives by notice to the Offerors at any time prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Sections 4, 7 and 9(b) hereof.

                  Section 6.   CONDITIONS OF THE OBLIGATIONS OF THE OFFERORS.
                               ---------------------------------------------

                  The obligations of the Offerors shall be subject to the
conditions set forth in the first sentence of Section 5(a) and in Section 5(b).
In case such conditions shall not have been fulfilled, this Agreement may be
terminated by the Company by mailing or delivering written notice thereof to the
Underwriters. Any such termination shall be without liability of any party to
any other party except as otherwise provided in Sections 4, 7 and 9(b) hereof.

                  Section 7.   INDEMNIFICATION.
                               ---------------

(a) The Offerors jointly and severally agree to indemnify and hold harmless each
of the Underwriters and each person, if any, who controls any such Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Securities
Act, Exchange Act or otherwise, and to reimburse the Underwriters and such
controlling person or persons, if any, for any legal or other expenses incurred
by them in connection with defending any actions, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus or the Final
Supplemented Prospectus, if the Offerors shall furnish to the Underwriters any
amendments or any supplements thereto, or shall make any filings pursuant to
Section 13 or 14 of the Exchange Act which are incorporated therein by
reference, in the Registration Statement, the Preliminary Prospectus, the
Prospectus or the Final Supplemented Prospectus as so amended or supplemented,
or arise out of or are based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any such untrue
statement or alleged untrue statement or omission or alleged omission which was
made in such Registration Statement, Preliminary Prospectus, Prospectus or the
Final Supplemented Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by, or through the
Representatives on behalf of, any Underwriter for use therein and except that
this indemnity with respect to the Preliminary Prospectus, the Prospectus or the
Final Supplemented Prospectus, if the Offerors shall have furnished any
amendment or supplement thereto, shall not inure to the benefit of any
Underwriter (or of any person controlling such Underwriter) on account of any
losses, claims, damages, liabilities or actions arising from the sale of the
Preferred Securities to any person if a copy of the Preliminary Prospectus, the
Prospectus or the Final Supplemented Prospectus (exclusive of documents
incorporated therein by reference pursuant to Item 12 of Form S-3), as the same
may then be amended or supplemented, shall not have been sent or given by or on
behalf of such Underwriter to such person with or prior to the written
confirmation of the sale involved and the untrue statement or alleged untrue
statement or omission or alleged omission was corrected in the Preliminary
Prospectus, the Prospectus or the Final Supplemented Prospectus as supplemented
or amended at the time of such confirmation. Each Underwriter agrees, within ten
days after the receipt by it of notice of the commencement of any action in
respect of which indemnity may be sought by it, or by any person controlling it,
from the Offerors on account of its agreement contained in this Section 7, to
notify the Offerors in writing of the commencement thereof but the omission of
such Underwriter so to notify the Offerors of any such action shall not release
the Offerors from any liability which it may have to such Underwriter or to such
controlling person otherwise than on account of the indemnity agreement
contained in this Section 7. In case any such action shall be brought against
the Underwriters or any such person controlling such Underwriters and such
Underwriter shall notify the Offerors of the commencement thereof as above
provided, the Offerors shall be entitled to participate in (and, to the extent
that they shall wish, including the selection of counsel, to direct) the defense
thereof, at their own expense. In case the Offerors elect to direct such defense
and select such counsel, any Underwriter or controlling person shall have the
right to employ its own counsel, but, in any such case, the fees and expenses of
such counsel shall be at the expense of such Underwriter or controlling person
unless the employment of such counsel has been authorized in writing by the
Offerors in connection with defending such action. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification may be
sought hereunder (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include any
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party. In no event shall any indemnifying party
have any liability or responsibility in respect of the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim effected without its prior written consent.

(b) The Company agrees to indemnify the Trust against all loss, liability,
claim, damage and expense whatsoever, as due from the Trust under Section 7(a)
hereunder.

(c) Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, SoCo Capital, their directors and such of their officers
who have signed the Registration Statement, the Trust and each other Underwriter
and each person, if any, who controls the Offerors or any such other Underwriter
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act to the same extent and upon the same terms as the indemnity
agreement of the Offerors set forth in Section 7(a) hereof, but only with
respect to alleged untrue statements or omissions made in the Registration
Statement, the Preliminary Prospectus, the Prospectus or the Final Supplemented
Prospectus, or such documents as amended or supplemented, in reliance upon and
in conformity with information furnished in writing to the Offerors by, or
through the Representatives on behalf of, such Underwriter for use therein.

                  Section 8.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
                               SURVIVE DELIVERY.
                               -----------------------------------------------

                  All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers or Trustees of the
Offerors submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter
or controlling person, or by, or on behalf of the Offerors and shall survive
delivery of the Preferred Securities to the Underwriters.

                  Section 9.   TERMINATION OF AGREEMENT.
                               ------------------------

(a) The Representatives may terminate this Agreement, by notice to the Offerors,
at any time at or prior to the Closing Date if (i) trading in securities on the
New York Stock Exchange shall have been generally suspended, (ii) minimum or
maximum ranges for prices shall have been generally established on the New York
Stock Exchange by the Commission or by the New York Stock Exchange, (iii) a
general banking moratorium shall have been declared by federal or New York State
authorities, (iv) there shall have occurred any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
the United States Congress or any other substantial national or international
calamity or emergency affecting the United States, in any such case provided for
in clauses (i) through (iv) with the result that, in the reasonable judgement of
the Representatives, the marketability of the Preferred Securities shall have
been materially impaired.

(b) If this Agreement shall be terminated by the Underwriters pursuant to
subsection (a) above or because of any failure or refusal on the part of the
Offerors to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Offerors shall be unable to perform their
obligations under this Agreement, then in any such case, the Company will
reimburse the Underwriters, severally, for the reasonable fees and disbursements
of Dewey Ballantine LLP and for the out of pocket expenses (in an amount not
exceeding a total of $10,000) reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Preferred Securities
and, upon such reimbursement, the Offerors shall be absolved from any further
liability hereunder, except as provided in Sections 4 and 7.

                  Section 10.  DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.
                               ------------------------------------------

                  If one or more of the Underwriters shall fail on the Closing
Date to purchase the Preferred Securities that it or they are obligated to
purchase under this Agreement (the "Defaulted Securities"), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities in such amounts
as may be agreed upon and upon the terms herein set forth; if, however, the
Representatives shall not have completed such arrangements within such 24-hour
period, then:

(a) if the number of Defaulted Securities does not exceed 10% of the Preferred
Securities, each of the non-defaulting Underwriters shall be obligated,
severally and not jointly, to purchase the full amount thereof in the
proportions that their respective underwriting obligations hereunder bear to the
underwriting obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of the Preferred
Securities, this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter.

     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

                  In the event of any such default which does not result in a
termination of this Agreement, either the Representatives or the Offerors shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
the Final Supplemental Prospectus or in any other documents or arrangements.

                  Section 11.   NOTICES.
                                -------

                  All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication.  Notices to the Underwriters shall be
directed to the Representatives at Salomon Smith Barney Inc., 390 Greenwich
Street, New York, New York 10013 Attention:  Howard L. Hiller; and Morgan
Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036 Attention:
Harold J. Hendershot III; notices to the Offerors shall be directed to the
Company, SoCo Capital or the Trust c/o:  Southern Company Services, Inc., 270
Peachtree Street N.W., Atlanta, Georgia 30303, Attention:  Christopher J. Kysar.


                  Section 12. PARTIES.
                              -------

                  This Agreement shall inure to the benefit of and be binding
upon the Underwriters, the Trust, SoCo Capital, the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters and the Trust, SoCo Capital and the Company and their respective
successors and the controlling persons and officers, directors and trustees
referred to in Section 7 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the Underwriters
and the Trust, SoCo Capital and the Company and their respective successors, and
said controlling persons and officers, directors and trustees and their heirs
and legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Preferred Securities from any Underwriter shall be
deemed to be a successor by reason merely of such purchase.

                  Section 13.    GOVERNING LAW AND TIME.
                                 ----------------------

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in said State. Except as otherwise set forth herein,
specified times of day refer to New York City time.

                  Section 14.   COUNTERPARTS.
                                ------------

                  This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts shall together constitute
one and the same instrument.



<PAGE>



                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Trust, SoCo Capital and the Company
a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the Underwriters and the Trust, SoCo
Capital and the Company in accordance with its terms.

                Very truly yours,

               THE SOUTHERN COMPANY


               By:
                    ---------------------------------------
                    Title:


               SOUTHERN COMPANY CAPITAL
               FUNDING, INC.


               By:
                    ---------------------------------------
                    Title:


                   SOUTHERN COMPANY CAPITAL TRUST VI

                   By: Southern Company Capital Funding, Inc.,
                                                  as Depositor


                  By:
                      -----------------------------------------
                                                 Title:



CONFIRMED AND ACCEPTED,
as of the date first above written

MORGAN STANLEY & CO. INCORPORATED



By:
    ----------------------------------------
      Title:




SALOMON SMITH BARNEY INC.



By:
    ----------------------------------------
      Title:


As Representatives of the Underwriters named in Schedule I hereto.


<PAGE>


                                   SCHEDULE I

NAME OF UNDERWRITER                                UMBER OF SECURITIES
-------------------                                -------------------
Morgan Stanley & Co. Incorporated                        1,640,000
Salomon Smith Barney Inc.                                1,640,000
A.G. Edwards & Sons, Inc.                                1,635,000
UBS Warburg LLC                                          1,635,000
Goldman, Sachs & Co.                                        80,000
Lehman Brothers Inc.                                        80,000
Wachovia Securities, Inc.                                   80,000
The Williams Capital Group, L.P.                            80,000
Banc of America Securities LLC                              50,000
Bear, Stearns & Co. Inc.                                    50,000
Charles Schwab & Co., Inc.                                  50,000
CIBC World Markets Corp.                                    50,000
Credit Suisse First Boston Corporation                      50,000
RBC Dain Rauscher Inc.                                      50,000
Deutsche Bank Securities Inc.                               50,000
H&R BLOCK Financial Advisors, Inc.                          50,000
Prudential Securities Incorporated                          50,000
Quick & Reilly, Inc.                                        50,000
Raymond James & Associates, Inc.                            50,000
SunTrust Capital Markets, Inc.                              50,000
TD Waterhouse Investor Services, Inc.                       50,000
U.S. Bancorp Piper Jaffray Inc.                             50,000
Wells Fargo Van Kasper LLC                                  50,000
ABN AMRO Incorporated                                       20,000
Bank One Capital Markets, Inc.                              20,000
Blaylock & Partners, L.P.                                   20,000
Doley Securities, Inc.                                      20,000
Fahnestock & Co. Inc.                                       20,000
Ferris, Baker Watts, Incorporated                           20,000
Guzman & Company                                            20,000
J.J.B. Hilliard, W.L. Lyons, Inc.                           20,000
Jackson Securities, Incorporated                            20,000
Janney Montgomery Scott LLC                                 20,000
Legg Mason Wood Walker, Incorporated                        20,000
The Malachi Group, Inc.                                     20,000
McDonald Investments Inc., a KeyCorp Company                20,000
Mesirow Financial, Inc.                                     20,000
Morgan Keegan & Company, Inc.                               20,000
Ramirez & Co. Inc.                                          20,000
Robert W. Baird & Co. Incorporated                          20,000
Ryan, Beck & Co. LLC                                        20,000
Stifel, Nicolaus & Company Incorporated                    _20,000
                                                           -------
TOTAL                                                    8,000,000
                                                         ---------
                                   SCHEDULE II


Initial public offering price per Preferred Security (and purchase price
per security to be paid by the several Underwriters):  $25

Compensation per Preferred Security to be paid by the Company to the
several Underwriters in respect of their commitments: $0.7875





<PAGE>

                                                         Schedule III


                      [Letterhead of TROUTMAN SANDERS LLP]


                                   ____, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
         As Representatives of the Underwriters



                        SOUTHERN COMPANY CAPITAL TRUST VI
                        ____ % TRUST PREFERRED SECURITIES

Ladies and Gentlemen:

                  We have acted as counsel to The Southern Company (the
"Company") in connection with (i) the formation of (a) Southern Company Capital
Trust VI, a Delaware statutory business trust (the "Trust"), pursuant to the
amended and restated trust agreement dated __________, 2002 among Southern
Company Capital Funding, Inc., a Delaware corporation ("SoCo Capital") and the
trustees named therein (the "Trust Agreement") and (b) SoCo Capital (SoCo
Capital along with the Company and the Trust being hereinafter sometimes
referred to as the "Offerors"); (ii) the Trust's issuance and sale of Trust
Preferred Securities evidencing approximately a 97% undivided interest in the
Trust (the "Preferred Securities"); (iii) the Trust's issuance and sale of
Common Securities evidencing approximately a 3% undivided interest in the Trust
(the "Common Securities"); (iv) SoCo Capital's issuance and sale to the Trust of
$___________ of its Series F 7.125% Junior Subordinated Notes due June 30, 2042
(the "Notes") pursuant to a Subordinated Note Indenture dated as of June 1,
1997, among SoCo Capital, the Company and Deutsche Bank Trust Company Americas,
as trustee, as supplemented by the Fourth Supplemental Indenture dated as of
__________ __, 2002 (collectively, the "Indenture"); (v) the Agreement as to
Expenses and Liabilities dated as of __________ 1, 2002, between the Company and
the Trust (the "Agreement as to Expenses and Liabilities"); (vi) its issuance of
a guarantee (the "Preferred Securities Guarantee") of the Preferred Securities
pursuant to a Preferred Securities Guarantee Agreement dated as of __________ 1,
2002 (the "Preferred Securities Guarantee Agreement") between the Company and
___________________, as trustee; and (vii) its issuance of a guarantee (the
"Notes Guarantee") of the Notes pursuant to the terms of the Indenture. The
Preferred Securities are being sold to you today pursuant to the terms of a
Underwriting Agreement dated __________, 2002 (the "Underwriting Agreement"),
among the Company, SoCo Capital, the Trust and the underwriters named in
Schedule I thereto (the "Underwriters") for whom you are acting as
Representatives. This opinion is being delivered to you as Representatives
pursuant to Section 5(c)(1) thereof.

                  All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.

                  In rendering the opinions expressed below, we have examined
the Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01,
333-65178-02 and 333-65178-03) pertaining to the Preferred Securities (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act") and the prospectus dated ___________, 2001, as supplemented by a
prospectus supplement dated __________, 2002 (the "Prospectus"), which pursuant
to Form S-3 incorporates by reference the Annual Report on Form 10-K of the
Company for the fiscal year ended December 31, 2001 (the "Form 10-K"), the
Quarterly Reports on Form 10-Q of the Company for the quarters ended
________________________ and the Current Reports on Form 8-K of the Company
dated _______________ (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  In addition, we have examined, and have relied as to matters
of fact upon, the documents delivered to you at the closing (except the
certificates representing the Preferred Securities and the Notes, of which we
have examined specimens), and we have made such other and further investigations
as we deemed necessary to express the opinions hereinafter set forth. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
such latter documents.

                  Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion, relying as to matters of
New York law upon the opinion dated the date hereof rendered to you by Dewey
Ballantine LLP and as to matters of Delaware law upon the opinion dated the date
hereof rendered to you by Richards, Layton & Finger, P.A. that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has due corporate authority to conduct the business in which it is
engaged, to own and operate the properties used by it in such business and to
enter into and perform its obligations under the Preferred Securities Guarantee
Agreement, the Indenture, the Agreement as to Expenses and Liabilities and the
Underwriting Agreement.

                  2. SoCo Capital has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has due corporate authority to conduct the business, as described
in the Prospectus, to enter into and perform its obligations under the
Underwriting Agreement, the Trust Agreement and the Indenture and to purchase,
own and hold the Common Securities issued by the Trust and to issue the Notes.

                  3. The execution, delivery and performance by the Offerors of
the Underwriting Agreement have been duly authorized by all necessary corporate
action, and the Underwriting Agreement has been duly executed and delivered by
the Offerors.

                  4. All orders, consents or other authorizations or approvals
of the Commission legally required for the issuance and delivery of the Notes,
the Preferred Securities Guarantee and the Notes Guarantee and the issuance and
sale of the Preferred Securities have been obtained; such orders are sufficient
for the issuance and delivery of the Notes, the Common Securities, the Preferred
Securities Guarantee and the Notes Guarantee and the issuance and sale of the
Preferred Securities; the issuance and delivery of the Notes, the Preferred
Securities Guarantee and the Notes Guarantee and the issuance and sale of the
Preferred Securities conform in all material respects with the terms of such
orders; and no other order, consent or other authorization or approval of any
United States federal governmental body (other than in connection or in
compliance with the provisions of the securities or "blue sky" laws of any
jurisdiction, as to which we express no opinion) is legally required for the
issuance and delivery of the Notes, the Preferred Securities Guarantee and the
Notes Guarantee and the issuance and sale of the Preferred Securities in
accordance with the terms of the Underwriting Agreement.

                  5. The Indenture has been duly authorized, executed and
delivered by SoCo Capital and, assuming the due authorization, execution and
delivery thereof by the Debt Trustee, constitutes a valid and legally binding
instrument of SoCo Capital, enforceable against SoCo Capital in accordance with
its terms, subject to the qualifications that the enforceability of SoCo
Capital's obligations under the Indenture may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and each of the Indenture and the Notes Guarantee conforms as
to legal matters in all material respects to the description thereof in the
Prospectus.

                  6. The Notes have been duly authorized and executed by SoCo
Capital and, when authenticated by the Debt Trustee in the manner provided in
the Indenture and delivered against payment therefor, will constitute valid and
binding obligations of SoCo Capital, enforceable against SoCo Capital in
accordance with their terms, subject to the qualifications that the
enforceability of SoCo Capital's obligations under the Notes may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and the Notes conform as to legal matters in
all material respects to the description thereof in the Prospectus.

                  7. Each of the Indenture and the Preferred Securities
Guarantee Agreement has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding instrument of the Company,
enforceable against the Company in accordance with its terms, subject to the
qualifications that the enforceability of the Company's obligations under the
Indenture and the Preferred Securities Guarantee Agreement may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and the Preferred Securities Guarantee
Agreement conforms as to legal matters in all material respects to the
description thereof in the Prospectus.

                  8. The Agreement as to Expenses and Liabilities has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to the qualifications that the enforceability
of the Company's obligations under the Agreement as to Expenses and Liabilities
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and the Agreement as to Expenses and
Liabilities conforms as to legal matters in all material respects to the
description thereof in the Prospectus.

                  9. Each of the Indenture, the Preferred Securities Guarantee
Agreement and the Trust Agreement has been duly qualified under the Trust
Indenture Act of 1939, as amended.

                  10. Neither the Company, SoCo Capital nor the Trust is and,
after giving effect to the offering and sale of the Preferred Securities, will
be an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

                  11. The Trust Agreement has been duly authorized, executed and
delivered by SoCo Capital, and, assuming due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and binding obligation of
SoCo Capital, enforceable against SoCo Capital in accordance with its terms,
subject to the qualifications that the enforceability of SoCo Capital's
obligations under the Trust Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

                  12. The statements as to matters of law and legal conclusions
contained in the Prospectus under the caption "Certain Federal Income Tax
Consequences" are correct in all material respects.

                  13. To the best of our knowledge, all of the issued and
outstanding Common Securities of the Trust are directly owned by SoCo Capital,
free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equitable right.

                  14. The execution, delivery and performance by the Trust of
the Underwriting Agreement and the Trust Agreement; the issuance by the Trust of
the Preferred Securities and the Common Securities; the consummation by the
Trust of the transactions contemplated thereby; the execution, delivery and
performance by the Company and SoCo Capital of the Underwriting Agreement; and
the compliance by the Trust with its obligations thereunder do not and will not
result in any violation of the Trust Agreement or related Certificate of Trust,
and do not and will not conflict with, or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Trust under (A) any contract, indenture, mortgage, loan agreement, note, lease
or any other agreement or instrument known to us to which the Trust is a party
or by which it may be bound or to which any of its properties may be subject
(except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not have a material adverse effect on the condition
(financial or otherwise) of the Trust), (B) any existing applicable law, rule or
regulation applicable to the Trust (other than the securities or blue sky laws
of any jurisdiction, as to which we express no opinion) or (C) any judgment,
order or decree known to us of any government, governmental instrumentality, or
court, domestic or foreign, or any regulatory body or administrative agency or
other governmental body having jurisdiction over the Trust or any of its
properties; and to the best of our knowledge the Trust is not a party to or
otherwise bound by any agreement other than those which are described in the
Prospectus.

                  15. The Common Securities have been duly authorized by the
Trust Agreement and (subject to the terms of the Trust Agreement), when issued
and delivered by the Trust to SoCo Capital against payment therefor as described
in the Prospectus, will be validly issued fully paid and nonassessable undivided
beneficial interests in the assets of the Trust; and the issuance of the Common
Securities is not subject to preemptive or other similar rights.

                  16. The Preferred Securities have been duly authorized by the
Trust Agreement and (subject to the terms of the Trust Agreement), when
delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will be validly issued, fully paid and nonassessable undivided
beneficial interests in the assets of the Trust; the holders of the Preferred
Securities will (subject to the terms of the Trust Agreement) be entitled to the
same limitation of personal liability under Delaware law as is extended to
stockholders of private corporations for profit organized under the general
corporation law of the State of Delaware; the issuance of the Preferred
Securities is not subject to preemptive or other similar rights; and the
Preferred Securities conform as to legal matters in all material respects to the
description thereof in the Prospectus.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraphs 5, 6, 7, 8, 12 and
16 above. In the course of the preparation by the Company of the Registration
Statement, the Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company, with
representatives of Deloitte & Touche LLP and with your counsel. Based upon our
examination of the Registration Statement, the Prospectus and the Exchange Act
Documents, our investigations made in connection with the preparation of the
Registration Statement, the Prospectus and the Exchange Act Documents and our
participation in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of its effective date, and the Prospectus,
as of ____, ____, complied as to form in all material respects with the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act Documents, and (ii)
nothing came to our attention which gives us reason to believe that the
Registration Statement, as of the date of filing of the Form 10-K (including the
Exchange Act Documents on file with the Commission as of such date), contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus (including the Exchange Act
Documents) contained, as of its date, or contains, as of the date hereof, any
untrue statement of a material fact or omitted, as of its date, or omits, as of
the date hereof, to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.

                  We are members of the State Bar of Georgia and we do not
express any opinion herein concerning any law other than the law of the State of
Georgia and the federal law of the United States and, to the extent set forth
herein, the laws of the States of Delaware and New York.

                  This opinion is rendered to you in connection with the
above-described transaction. This opinion may not be relied upon by you for any
other purpose, or relied upon by or furnished to any other person without our
prior written consent, except that Dewey Ballantine LLP may rely on this opinion
in giving their opinion pursuant to Section 5(c) of the Underwriting Agreement
insofar as such opinion relates to matters of Georgia law.

                                            Yours very truly,


                                            TROUTMAN SANDERS LLP




<PAGE>


                                                        Schedule IV



                 [Letterhead of RICHARDS, LAYTON & FINGER, P.A.]



                                   _____, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
         As Representatives of the Underwriters

                      Re: Southern Company Capital Trust VI

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for The Southern
Company, a Delaware corporation (the "Company"), Southern Company Capital
Funding, Inc., a Delaware corporation ("SoCo Capital") and Southern Company
Capital Trust VI, a Delaware business trust (the "Trust"), in connection with
the matters set forth herein. This opinion is being furnished to you pursuant to
Section 5(c)(2) of the Underwriting Agreement, dated ___, 2002 (the
"Underwriting Agreement"), among the Company, SoCo Capital, the Trust, Morgan
Stanley & Co. Incorporated and Salomon Smith Barney Inc. and the other
Underwriters listed in Schedule I thereto.

                  For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

                  (a) The Certificate of Trust of the Trust, dated ____________
(the "Original Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on ____________;

                  (b) The Trust Agreement of the Trust, dated as of __________,
2002, among SoCo Capital and the trustees of the Trust named therein;

                  (c) The Amended and Restated Trust Agreement, dated as of
_________, 2002 (including Exhibits A and C thereto) (the "Trust Agreement"),
among SoCo Capital, the trustees of the Trust named therein, and the holders,
from time to time, of the undivided beneficial interests in the assets of the
Trust;

                  (d)      The Underwriting Agreement;

                  (e) The Prospectus, dated __________, 2001, as supplemented
by a prospectus supplement dated __________, 2002 (the "Prospectus"), relating
to the __% Trust Preferred Securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities");

                  (f)      A Certificate of Good Standing for the Trust, dated
____________, 2002, obtained from the Secretary of State;

                  (g)      A certificate of an officer of SoCo Capital,
attaching inter alia copies of SoCo Capital's Certificate of
Incorporation and By-Laws;

                  (h) The Subordinated Note Indenture dated as of June 1, 1997
by and between SoCo Capital and Deutsche Bank Trust Company Americas, as
trustee, as supplemented by the Fourth Supplemental Indenture dated as of
___________ __, 2002 (collectively, the "Indenture"), which includes the
guarantee of the Notes (as hereinafter defined) by the Company (the "Notes
Guarantee Agreement");

                  (i)  A specimen of the Series F __% Junior Subordinated Notes
due June 20, 2042 (the "Notes") issued pursuant to the Indenture;

                  (j) The Preferred Securities Guarantee Agreement, dated as of
_____________ 1, 2002 by and between the Company and Deutsche Bank Trust Company
Americas as trustee (the "Preferred Securities Guarantee Agreement" and,
collectively with the Notes Guarantees, the "Guarantees"); and

                  (k)  A Certificate of Good Standing for SoCo Capital dated
_____________, 2002, obtained from the Secretary of State.

                  Capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (k) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (k) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

                  With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.

                  For purposes of this opinion, we have assumed (i) the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraphs 1 and 2 below, the due organization or due
formation or due creation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation or creation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) except to the extent provided in paragraph 8 below, the power and
authority of each of the parties to the documents examined by us to execute and
deliver, and to perform its obligations under, such documents, (v) except to the
extent provided in paragraph 8 below, the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Trust Security is to be issued by the Trust
(collectively, the "Trust Security Holders") of a Trust Securities Certificate
for such Trust Security and the payment for the Trust Security acquired by it,
in accordance with the Trust Agreement and the Prospectus, (vii) the issuance
and sale of the Trust Securities to the Trust Security Holders in accordance
with the Trust Agreement and the Prospectus and (viii) that SoCo Capital and the
Company derive no income from or connected with sources within the State of
Delaware and have no assets, activities (other than having a registered agent as
required by the General Corporation Law of the State of Delaware and the filing
of documents and payment of franchise taxes with the Delaware Secretary of
State). We have not participated in the preparation of the Prospectus.

                  This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

                  Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

                  1. The Trust has been duly created and is validly existing
in good standing as a business trust under the Delaware Business Trust Act, 12
Del. C.ss.3801, et seq. (the "Business Trust Act"), and all filings required
under the laws of the
                                ------------
State of Delaware with respect to the creation and valid existence of the Trust
as a business trust have been made.

                  2. SoCo Capital has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has due corporate power and authority under the General Corporation
Laws of the State of Delaware to enter into and perform its obligations under
the Underwriting Agreement, the Trust Agreement and the Indenture and to
purchase, own and hold the Common Securities issued by the Trust and to issue
the Notes.

                  3. Under the Business Trust Act and the Trust Agreement, the
Trust has the business trust power and authority to (i) own property and conduct
its business, all as described in the Prospectus, (ii) execute and deliver, and
to perform its obligations under, the Underwriting Agreement, (iii) issue and
perform its obligations under the Trust Securities, and (iv) perform its
obligations under the Trust Agreement.

                  4. The Trust Securities have been duly authorized by the Trust
Agreement and will be duly and validly issued undivided beneficial interests in
the assets of the Trust. Subject to the qualifications set forth in paragraph 7
below, the Preferred Securities will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust. Under the Business Trust Act
and the Trust Agreement, the Trust Securities are not subject to any preemptive
or other similar rights.

                  5. Under the Business Trust Act and the Trust Agreement, the
Underwriting Agreement has been duly authorized by all necessary business trust
action on the part of the Trust.

                  6. No authorization, approval, consent or order of any
Delaware court or Delaware governmental authority or Delaware agency is required
to be obtained by the Trust, the Company or SoCo Capital solely as a result of
(i) the issuance and sale of the Preferred Securities, (ii) the issuance and
delivery of the Notes and (iii) the issuance and delivery of the Guarantees.

                  7. The Persons to whom Preferred Securities are to be issued
by the Trust (collectively, the "Preferred Security Holders"), as beneficial
owners of the Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that the
Preferred Security Holders may be obligated, pursuant to the Trust Agreement, to
(i) provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers or exchanges of Preferred Securities
Certificates and the issuance of replacement Preferred Securities Certificates
and (ii) provide security or indemnity in connection with requests of or
directions to the Property Trustee to exercise its rights and powers under the
Trust Agreement.

                  8. The Trust Agreement constitutes a valid and binding
obligation of SoCo Capital and the Trustees, and is enforceable against SoCo
Capital and the Trustees, in accordance with its terms.

                  9. The issuance and sale by the Trust of the Trust Securities,
the execution, delivery and performance by the Trust of the Underwriting
Agreement and the Trust Agreement, the consummation by the Trust of the
transactions contemplated by the Underwriting Agreement and the Trust Agreement
and compliance by the Trust with its obligations thereunder do not violate (i)
any of the provisions of the Certificate or the Trust Agreement or (ii) any
applicable Delaware law or Delaware administrative regulation.

                  10. We have reviewed the statements in the Prospectus under
the caption "Southern Company Capital Trust VI" and, insofar as they contain
statements of Delaware law, such statements are fairly presented.

                  The opinion expressed in paragraph 8 above is subject as to
enforcement, to the effect upon the Trust Agreement of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation, fraudulent
conveyance and other similar laws relating to or affecting the rights and
remedies of creditors generally, (ii) principles of equity, including applicable
law relating to fiduciary duties (regardless of whether considered and applied
in a proceeding in equity or at law), and (iii) the effect of applicable public
policy on the enforceability of provisions relating to indemnification.

                  We consent to your relying as to matters of Delaware law upon
this opinion in connection with the Underwriting Agreement. We consent to the
law firms of Troutman Sanders LLP and Dewey Ballantine LLP relying as to matters
of Delaware law upon this opinion in connection with opinions to be rendered by
them pursuant to the Underwriting Agreement. Except as stated above, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other Person for any purpose.

                                         Very truly yours,


                                         RICHARDS, LAYTON & FINGER, P.A.



<PAGE>

                                                                    Schedule V

                 [Letterhead of RICHARDS, LAYTON & FINGER, P.A.]



                                    ___, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
         As Representatives of the Underwriters

                      Re: Southern Company Capital Trust VI

Ladies and Gentlemen:

                  We have acted as special Delaware counsel to Deutsche Bank
Trust Company (Delaware), a Delaware banking corporation ("BT(DE)"), solely for
purposes of this opinion in connection with Southern Company Capital Trust VI, a
business trust existing under the laws of the State of Delaware (the "Trust")
pursuant to the Trust Agreement, dated as of __________, 2002, as amended and
restated by the Amended and Restated Trust Agreement, dated as of _____________,
1998 among BT(DE), Southern Company Capital Funding, Inc. ("SoCo Capital"), the
other trustees named therein and the holders from time to time of the undivided
beneficial interests in the assets of the Trust (collectively, the "Trust
Agreement"). This opinion is being delivered to you pursuant to Section 5(c)(3)
of the Underwriting Agreement, dated ___, 2002 (the "Underwriting Agreement"),
among _____, the several Underwriters named in Schedule I thereto, The Southern
Company, SoCo Capital and the Trust, pursuant to which the $_____ __% Trust
Preferred Securities of the Trust will be sold. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Underwriting Agreement.

                  We have examined an original or a copy of the Trust Agreement.
We have also examined originals or copies of such other documents and such
corporate records, certificates and other statements of governmental officials
and corporate officers and other representatives of BT(DE) as we have deemed
necessary or appropriate for the purposes of this opinion. Moreover, as to
certain facts material to the opinions expressed herein, we have relied upon the
representations and warranties contained in the documents referred to in this
paragraph.

                  Based upon the foregoing and upon an examination of such
questions of law as we have deemed necessary or appropriate, and subject to the
assumptions, exceptions and qualifications set forth below, we advise you that,
in our opinion:

                  1. BT(DE) is duly incorporated and is validly existing in good
standing as a banking corporation with trust powers under the laws of the State
of Delaware and has the power and authority to execute, deliver and perform its
obligations under the Trust Agreement.

                  2. The Trust Agreement has been duly authorized, executed and
delivered by BT(DE) and constitutes a legal, valid and binding obligation of
BT(DE), enforceable against BT(DE), in accordance with its terms.

                  3. The execution and delivery of, and performance of the terms
of, the Trust Agreement by BT(DE), does not conflict with or constitute a breach
of, or default under, the charter or by-laws of BT(DE).

                  4. No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body having
jurisdiction in the premises is required under Delaware law for the execution,
delivery or performance by BT(DE) of the Trust Agreement.

                  The foregoing opinions are subject to the following
exceptions, qualifications and assumptions:

                  (A) We are admitted to practice in the State of Delaware and
we do not hold ourselves out as being experts on the law of any other
jurisdiction. The foregoing opinions are limited to the laws of the State of
Delaware and the federal laws of the United States of America governing the
banking and trust powers of BT(DE) (except that we express no opinion with
respect to (i) state securities or blue sky laws and (ii) federal securities
laws, including, without limitation, the Securities Act of 1933, as amended the
Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as
amended, and the Investment Company Act of 1940, as amended) and we have not
considered and express no opinion on the laws, rules and regulations of any
other jurisdiction.

                  (B) The foregoing opinions regarding enforceability are
subject to (i) applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, fraudulent transfer or conveyance and similar laws relating to
and affecting the rights and remedies of creditors generally, (ii) principles of
equity (regardless of whether considered and applied in a proceeding in equity
or at law), and (iii) the effect of federal or state securities laws on the
enforceability of provisions relating to indemnification or contribution.

                  (C) We have assumed the due authorization, execution and
delivery by each of the parties thereto, other than BT(DE), of the Trust
Agreement, and that each of such parties has the full power, authority and legal
right to execute, deliver and perform such document.

                  (D) We have assumed that all signatures (other than those of
the Delaware Trustee) on documents examined by us are genuine, that all
documents submitted to us as originals are authentic, and that all documents
submitted to us as copies or specimens conform with the originals, which facts
we have not independently verified.

                  This opinion may be relied upon by you in connection with the
matters set forth herein, and without our prior written consent, may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose.

                                         Very truly yours,

                                         RICHARDS, LAYTON & FINGER, P.A.





<PAGE>


                                                           Schedule VI

                        [Letterhead of WHITE & CASE L.P.]

                                  ______, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
         As Representatives of the Underwriters

                        SOUTHERN COMPANY CAPITAL TRUST VI
                        ____% Trust Preferred Securities

Ladies and Gentlemen:

                  We have acted as counsel to Deutsche Bank Trust Company
Americas (the "Bank") in connection with (a) the Subordinated Note Indenture,
dated as of June 1, 1997 (the "Original Indenture"), among The Southern Company
("Southern"), Southern Company Capital Funding, Inc. ("SoCo Capital") and the
Bank, as Trustee, (b) the Fourth Supplemental Indenture dated as of ___________
__, 2002 (together with the Original Indenture, herein called the "Indenture"),
among the Company, Southern and the Bank, as Trustee, (c) the Preferred
Securities Guarantee Agreement dated as of ___________ __, 2002 (the "Guarantee
Agreement") and (d) the Amended and Restated Trust Agreement, dated as of
_________ __, 2002 (the "Trust Agreement") among SoCo Capital, the Bank, as
Property Trustee, Deutsche Bank Trust Company (Delaware), as Delaware Trustee,
and _______________ and ______________, as Administrative Trustees.

                  In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
records and other instruments as we have deemed necessary or appropriate for the
purpose of this opinion, including copies of the Indenture, the Trust Agreement,
the Guarantee Agreement and certain resolutions adopted by the Board of
Directors of the Bank.

                  Based upon the foregoing, we are of the opinion that:

                           i)  the Bank has been duly incorporated and is
validly existing as a banking corporation in good standing under the laws of
the State of New York;

                           ii) the Bank has the corporate trust power and
         authority to execute, deliver and perform its duties under the
         Indenture, the Trust Agreement and the Guarantee Agreement, has duly
         executed and delivered the Indenture, the Trust Agreement and the
         Guarantee Agreement, and, insofar as the laws governing the trust
         powers of the Bank are concerned and assuming due authorization,
         execution and delivery thereof by the other parties thereto, each of
         the Indenture, the Trust Agreement and the Guarantee Agreement
         constitutes a legal, valid and binding agreement of the Bank,
         enforceable against the Bank in accordance with its terms (subject to
         applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and subject, as to enforceability, to general
         principles of equity, regardless of whether such enforceability is
         considered in a proceeding in equity or at law).

                           iii) the execution, delivery and performance by the
         Bank of the Indenture, the Trust Agreement and the Guarantee Agreement
         do not conflict with or constitute a breach of the charter or bylaws of
         the Bank.

                           iv) no approval, authorization or other action by, or
         filing with, any governmental authority of the United States of America
         or the State of New York having jurisdiction over the trust powers of
         the Bank is required in connection with the execution and delivery by
         the Bank of the Indenture, the Trust Agreement or the Guarantee
         Agreement or the performance by the Bank of its duties thereunder,
         except such as have been obtained, taken or made.

                  We are admitted to practice in the State of New York, and we
express no opinion as to matters governed by any laws other than the laws of the
State of New York and the Federal law of the United States of America. We are
furnishing this opinion to you solely for your benefit. This opinion is not to
be used, circulated, quoted or otherwise referred to for any other purpose.

                                                     Very truly yours,

                                                     WHITE & CASE LLP







<PAGE>


                                                             Schedule VII



                      [Letterhead of DEWEY BALLANTINE LLP]



                                  ______, 2002

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Salomon Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
         As Representatives of the Underwriters

                        SOUTHERN COMPANY CAPITAL TRUST VI
                       ______% Trust Preferred Securities

Ladies and Gentlemen:

         In connection with (i) the formation (A) by The Southern Company (the
"Company") of Southern Company Capital Funding, Inc. ("SoCo Capital") and (B) by
SoCo Capital of Southern Company Capital Trust VI (the "Trust" and,
collectively, with the Company and SoCo Capital, the "Offerors"), a Delaware
statutory business trust, pursuant to the amended and restated trust agreement
dated as of __________ 1, 2002 among SoCo Capital and the trustees named therein
(the "Trust Agreement"); (ii) the Trust's issuance and sale of Trust Preferred
Securities evidencing approximately a 97% undivided interest in the Trust (the
"Preferred Securities"); (iii) the Trust's issuance and sale of its Common
Securities evidencing approximately a 3% undivided interest in the Trust (the
"Common Securities"); (iv) SoCo Capital's issuance and sale to the Trust of
$____ of its Series F ___% Junior Subordinated Notes due ______ (the "Notes")
pursuant to a Subordinated Note Indenture dated as of June 1, 1997, among SoCo
Capital, the Company and Deutsche Bank Trust Company Americas, as trustee, as
supplemented by the Fourth Supplemental Indenture dated as of __________ __,
2002 (collectively, the "Indenture"); (v) the Agreement as to Expenses and
Liabilities dated as of _________ 1, 2002, between the Company and the Trust
(the "Agreement as to Expenses and Liabilities"); (vi) the Company's issuance of
a guarantee (the "Preferred Securities Guarantee") of the Preferred Securities
pursuant to a Preferred Securities Guarantee Agreement dated as of __________ 1,
2002 (the "Guarantee Agreement") between the Company and Deutsche Bank Trust
Company Americas, as trustee; and (vii) the Company's issuance of a guarantee
(the "Notes Guarantee") of the Notes pursuant to the terms of the Indenture, we
have acted as counsel to you and the other underwriters named in the Schedule I
(the "Underwriters") to the Underwriting Agreement dated ____, 2002, among the
Company, SoCo Capital, the Trust and the Underwriters for whom you are acting as
Representatives (the "Underwriting Agreement"). This opinion is being delivered
to you as Representatives pursuant to Section 5(c)(5) thereof.

         All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Underwriting Agreement.

         In rendering the opinions expressed below, we have examined the
Registration Statement on Form S-3 (Nos. 333-65178, 333-65178-01 and
333-65178-02 and 333-65178-03) pertaining to the Preferred Securities (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act") and the related prospectus dated ___________, 2001, as supplemented
by a prospectus supplement dated __________, 2002 (the "Prospectus"), which
pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of
the Company for the fiscal year ended December 31, 2001 (the "Form 10-K"), the
Quarterly Reports on Form 10-Q of the Company for the quarters ended
___________________ and the Current Reports on Form 8-K of the Company dated
___________________ (the "Exchange Act Documents"), each as filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         In addition, we have examined, and have relied as to matters of fact
upon, the documents delivered to you at the closing (except the certificates
representing the Preferred Securities and the Notes, of which we have examined
specimens), and we have made such other and further investigations as we deemed
necessary to express the opinions hereinafter set forth. In such examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion, relying as aforesaid and as to
all matters covered hereby which are governed by or dependent upon the laws of
the State of Georgia upon the opinion of Troutman Sanders LLP dated the date
hereof and addressed to you, and as to all matters covered hereby which are
governed by or dependent upon the laws of the State of Delaware upon the opinion
of Richards, Layton & Finger, P.A. dated the date hereof and addressed to you (a
form of which is attached as Schedule IV to the Underwriting Agreement), that:

                  1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has due corporate authority to conduct its business as described in
the Prospectus and to enter into and perform its obligations under the Guarantee
Agreement, the Indenture, the Agreement as to Expenses and Liabilities and the
Underwriting Agreement.

                  2. SoCo Capital has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has due corporate authority to conduct the business in which it is
engaged and to own and operate the properties used by it in such business, to
enter into and perform its obligations under the Guarantee Agreement, the
Underwriting Agreement, the Trust Agreement and the Indenture and to purchase,
own and hold the Common Securities and to issue the Notes.

                  3. The execution, delivery and performance by the Offerors of
the Underwriting Agreement have been duly authorized by all necessary corporate
action of the Offerors, and the Underwriting Agreement has been duly executed
and delivered by the Offerors.

                  4. All orders, consents, or other authorizations or approvals
of the Commission legally required for the issuance and delivery of the Notes,
the Notes Guarantee and the Preferred Securities Guarantee and the issuance and
sale of the Preferred Securities have been obtained; such orders are sufficient
for the issuance and delivery of the Notes, the Notes Guarantee and the
Preferred Securities Guarantee and the issuance and sale of the Preferred
Securities; the issuance and delivery of the Notes, the Notes Guarantee and the
Preferred Securities Guarantee and the issuance and sale of the Preferred
Securities conform in all material respects with the terms of such orders; and
no other order, consent or other authorization or approval of any United States
federal governmental body is legally required for the issuance and delivery of
the Notes, the Notes Guarantee and the Preferred Securities Guarantee and the
issuance and sale of the Preferred Securities in accordance with the terms of
the Underwriting Agreement.

                  5. The Indenture has been duly authorized, executed and
delivered by SoCo Capital and, assuming the due authorization, execution and
delivery thereof by the Debt Trustee, constitutes a valid and legally binding
instrument of SoCo Capital, enforceable against SoCo Capital in accordance with
its terms, subject to the qualifications that the enforceability of SoCo
Capital's obligations under the Indenture may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law); and the Indenture conforms as to legal matters in all
material respects to the description thereof in the Prospectus.

                  6. The Notes have been duly authorized and executed by SoCo
Capital and, when authenticated by the Debt Trustee in the manner provided in
the Indenture and delivered against payment therefor, will constitute valid and
binding obligations of SoCo Capital enforceable against SoCo Capital in
accordance with their terms, subject to the qualifications that the
enforceability of SoCo Capital's obligations under the Notes may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally and by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and the Notes conform as to legal matters in
all material respects to the description thereof in the Prospectus.

                  7. Each of the Indenture and Guarantee Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to the qualifications that the enforceability
of the Company's obligations under each of the Indenture and the Guarantee
Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally and
by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and each of the Notes Guarantee
and the Guarantee Agreement conforms as to legal matters in all material
respects to the description thereof in the Prospectus.

                  8.       Each of the Indenture, the Trust Agreement and the
Guarantee Agreement has been duly qualified under the Trust Indenture Act of
1939, as amended.

                  9. The Agreement as to Expenses and Liabilities has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company, enforceable against the Company in
accordance with its terms, subject to the qualifications that the enforceability
of the Company's obligations under the Agreement as to Expenses and Liabilities
may be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and the Agreement as to Expenses and
Liabilities conforms as to legal matters in all material respects to the
description thereof in the Prospectus.

                  10. The Preferred Securities have been duly authorized by the
Trust Agreement and (subject to the terms of the Trust Agreement), when
delivered to and paid for by the Underwriters pursuant to the Underwriting
Agreement, will be validly issued, fully paid and nonassessable beneficial
interests in the assets of the Trust; and the Preferred Securities conform as to
legal matters in all material respects to the description thereof in the
Prospectus.

                  We have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the Exchange Act Documents and take no responsibility
therefor, except as and to the extent set forth in paragraphs 5, 6, 7, 9 and 10
above. In the course of the preparation by the Company of the Registration
Statement, the Prospectus and the Exchange Act Documents, we participated in
conferences with certain officers and employees of the Company, with counsel for
the Company, and with representatives of Deloitte & Touche LLP. Based upon our
examination of the Registration Statement, the Prospectus and the Exchange Act
Documents, our investigations made in connection with the preparation of the
Registration Statement, the Prospectus and the Exchange Act Documents and our
participation in the conferences referred to above, (i) we are of the opinion
that the Registration Statement, as of its effective date, and the Prospectus,
as of ____, 2002, complied as to form in all material respects with the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder and that the Exchange Act Documents, as of their
respective dates of filing with the Commission, complied as to form in all
material respects with the relevant requirements of the Exchange Act and the
applicable rules and regulations of the Commission thereunder, except that in
each case we express no opinion as to the financial statements or other
financial or statistical data contained or incorporated by reference in the
Registration Statement, the Prospectus or the Exchange Act Documents, and (ii)
nothing came to our attention which gives us reason to believe that the
Registration Statement, as of the date of filing of the Form 10-K (including the
Exchange Act Documents on file with the Commission as of such date), contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus (including the Exchange Act
Documents) contained, as of its date, or contains, as of the date hereof, any
untrue statement of a material fact or omitted, as of its date, or omits, as of
the date hereof, to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case we express no opinion or belief
with respect to the financial statements or other financial or statistical data
contained or incorporated by reference in the Registration Statement, the
Prospectus or the Exchange Act Documents.

         We are members of the State Bar of New York and we do not express any
opinion herein concerning any law other than the law of the State of New York,
the federal law of the United States, and to the extent set forth herein, the
laws of the States of Delaware and Georgia.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent, except that Troutman Sanders LLP may rely on this opinion in giving its
opinions dated the date hereof pursuant to Section 5(c)(1) of the Underwriting
Agreement and Sections 102, 302 and 904 of the Indenture, insofar as such
opinions relate to matters of New York law.

                                                     Very truly yours,

                                                     DEWEY BALLANTINE LLP



</TEXT>
</DOCUMENT>
