<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>exf1.txt
<DESCRIPTION>EXHIBIT F-1
<TEXT>
                                                                     Exhibit F-1
                             ANDREwS & KURTH L.L.P.
                                    ATTORNEYS

HOUSTON                      600 Travis, Suite 4200     TELEPHONE: 713-220-4200
wASHINGTON, D.C.              Houston, texas  77002    FACSIMILE:  713-220-4285
DALLAS
LOS ANGELES
NEw YORK
THE wOODLANDS
LONDON

                                  July 18, 2003



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


     Re:  Third Amended Application or Declaration of The Southern Company,
          Mobile Energy Services Company, L.L.C. and Mobile Energy Service
          Holdings, Inc. on Amendment No. 3 to Form U-1 Under the Public Utility
          Holding Company Act of 1935 (File No. 70-9771)

Ladies and Gentlemen:

         We are furnishing this opinion to the Securities and Exchange
Commission (the "Commission") at the request of Mobile Energy Services Company,
L.L.C., an Alabama limited liability company ("Mobile Energy"), and Mobile
Energy Service Holdings, Inc., an Alabama corporation ("Holdings" and
collectively, "Debtors"), in connection with the Third Amended Application or
Declaration on Amendment No. 3 to Form U-1 (File No. 70-9771) (the "Amended
Application") under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed by The Southern Company ("Southern") and the Debtors
(collectively, the "Applicants"). Mobile Energy and Holdings are both debtors
under Chapter 11 of the United States Bankruptcy Code. The Amended Application
requests that the Commission provide the authorization necessary under the Act
to perform those acts and consummate such transactions contemplated as part of
the solicitation and approval process and implementation of a proposed Third
Joint Plan of Reorganization dated October 15, 2001, as modified on June 25,
2003 ("Third Plan"), filed with the United States Bankruptcy Court for the
Southern District of Alabama ("Bankruptcy Court") by the Debtors. The Third Plan
and Second Amended Disclosure Statement, accompanying the Third Plan, as
modified on June 25, 2003 (the "Second Amended Disclosure Statement") are
attached as exhibits to the Amended Application. The Third Plan supersedes all
previous plans filed in the Mobile Energy and Holdings bankruptcy cases. The
Third Plan is subject to comment by interested parties, including creditors of
Mobile Energy and Holdings, in the course of review by the Bankruptcy Court.

         As described more fully in the Amended Application, the Third Plan
contemplates, among other things, the recapitalization of Mobile Energy and

<PAGE>



                             ANDREwS & KURTH L.L.P.

Securities Exchange Commission
July 18, 2003
Page 2


Holdings. Mobile Energy issued first mortgage bonds ("First Mortgage Bonds") on
August 1, 1995, in the original principal amount of $255,210,000 due January 1,
2017 and bearing annual interest at 8.665%. Under the Third Plan, the First
Mortgage Bonds will be exchanged for shares of stock in reorganized Holdings
("New Common Stock"). In particular, holders of First Mortgage Bonds will
receive a pro rata share of 72.976% of the New Common Stock in exchange for
their claims, including their outstanding bonds.

         Also under the Third Plan, the 1995 tax-exempt bonds ("Tax-Exempt
Bonds") issued by the Industrial Development Board of the City of Mobile,
Alabama in the principal amount of $85,000,000 and scheduled to mature January
1, 2020 will be exchanged, except for $1,000,000 of such bonds which will be
retained by the holders of the Tax-Exempt Bonds (the "Retained Bonds"), for the
New Common Stock. In particular, holders of the Tax-Exempt Bonds will receive a
pro-rata share of 27.033% of the New Common Stock and will retain the Retained
Bonds. The Retained Bonds will be subject to the Intercreditor Agreement
(defined below).

         Southern is a registered holding company and currently owns 100% of the
voting common equity of Holdings. Upon implementation of the Third Plan, the
pre-petition shares of common stock issued by Holdings and held by Southern
shall not receive any distributions under the Third Plan, and the shares shall
be canceled and extinguished. The Third Plan contemplates that Southern's
pre-petition shares in Holdings will no longer have any claim to voting rights
or dividends. Thus, as a result of the reorganization under the Third Plan, the
entire equity interest in the reorganized Holdings will be held by the existing
Mobile Energy bondholders. Holdings will continue to own 100% of the equity
ownership of Mobile Energy.

         The Third Plan contemplates that Mobile Energy will continue its
business of providing its customers with power processing services and steam
processing services under its existing energy services agreements. Mobile Energy
currently is providing such services to Kimberly-Clark Corporation's ("K-C")
tissue mill and to the remaining portions of K-C's pulp mill which have not been
demolished. The Third Plan also contemplates that Mobile Energy may continue to
sell power to the wholesale energy market during peak summer months as market
conditions may allow.

         Solicitation of, consent to, and approval of the Third Plan, issuance
of New Common Stock (as described in the Amended Application and the Third
Plan), the termination of Southern's equity ownership interests in Mobile Energy
(either through termination of its interest in Holdings or the transfer and
assignment of Holdings ownership interest in Mobile Energy to the bondholders)
and the retention of the Retained Bonds by the current holders of the Tax Exempt
Bonds, subject to the Intercreditor Agreement are herein referred to as the
"Proposed Transaction."

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

<PAGE>


                             ANDREwS & KURTH L.L.P.

Securities Exchange Commission
July 18, 2003
Page 3

copies of the following:

          (a)  The initial U-1 Application filed by the Applicants on October
               16, 2000;

          (b)  The Amended Application;

          (c)  The Third Plan and the Second Amended Disclosure Statement, as
               modified, including the exhibits thereto; and

          (d)  June 25, 2003, draft of Amended and Restated Intercreditor and
               Collateral Agency Agreement (the "Intercreditor Agreement");

         For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (d) above. In particular we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (d) above) that is referred to in or incorporated by reference into
the Amended Application or the Third Plan and Second Amended Disclosure
Statement. We have assumed that there exists no provision in any document that
we have not reviewed that is inconsistent with the opinions stated herein, and
we have made due inquiry regarding same with other counsel working on this
matter. We have assumed that the Second Amended Disclosure Statement accurately
and completely describes the Proposed Transaction. 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.

         The opinions expressed below with respect to the Proposed Transaction
are subject to and rely upon the following assumptions and conditions:

          (i)  the Proposed Transaction shall have been duly authorized and
               approved, to the extent required by the governing corporate
               documents, by the boards of directors and shareholder of Holdings
               and the members of Mobile Energy, and all other corporate
               formalities required by state law for the consummation of the
               Proposed Transaction shall have been taken (including due
               execution and recordation of the appropriate amendments to the
               Articles of Restatement of Articles of Incorporation and Bylaws
               of Holdings and the Articles of Organization and Operating
               Agreement of Mobile Energy as described in Article IX.R of the
               First Amended Disclosure Statement as Modified, and all corporate
               actions and filings necessary for the creation and organization
               of all new corporate or other entities contemplated under the
               Second Plan as Modified are duly and fully accomplished), and
               that all other parties to the Proposed Transaction are duly
               organized or formed, validly existing and in good standing under
               the laws of the respective jurisdictions of their organization or
               formation and have the power and authority (corporate,
               partnership, trust or other) to take all actions necessary to
               consummate the Proposed Transaction;


                             ANDREwS & KURTH L.L.P.

Securities Exchange Commission
July 18, 2003
Page 4

          (ii) that all of the documents related to the Proposed Transaction and
               examined by us have been duly authorized, executed and delivered
               by all parties thereto and that all signatories to such documents
               have been duly authorized;

          (iii) all required approvals, authorizations, consents, certificates,
               rulings and orders of, and all filings and registrations with,
               all applicable federal and state commissions and regulatory
               authorities with respect to the Proposed Transaction shall have
               been obtained or made, as the case may be (including the approval
               and authorization of the Commission under the Act, and approval
               of the Bankruptcy Court), and the Proposed Transaction shall have
               been accomplished in accordance with all such approvals,
               authorizations, consents, certificates, orders, filings and
               registrations;

          (iv) the execution and delivery of the documents related to the
               Proposed Transaction by each of the parties thereto do not, and
               the performance by each such party will not, violate any
               applicable laws;

          (v)  the parties to the Proposed Transaction shall have obtained all
               consents, waivers and releases, if any, required for the Proposed
               Transaction under all documents, contracts, agreements, debt
               instruments, indentures, franchises, licenses and permits;

          (vi) the capacity of all natural persons;

          (vii) the genuineness of all signatures; and

          (viii) the authenticity of all documents submitted to us as original
               documents and the conformity to authentic original documents of
               all documents submitted to us as certified, conformed or
               photostatic copies.

         Based upon the foregoing, and subject to the assumptions and conditions
set forth herein, it is our opinion that the rights of both the holders of the
First Mortgage Bonds and Tax-Exempt Bonds will be altered under the Proposed
Transaction, as described more fully in the Third Plan, Second Amended
Disclosure Statement and the Amended Application. They may also be altered
pursuant to the Intercreditor Agreement in its current form or in the form as it
may ultimately be agreed to by the parties. Among other things, the holders of
First Mortgage Bonds will receive a pro rata share of 72.976 % of the New Common
Stock and the holders of Tax-Exempt Bonds will receive a pro rata share of
27.033% of the New Common Stock and they will retain the Retained Bonds.
Southern's common equity interests in Holdings will also be extinguished under
the Third Plan. Except as described in the Third Plan, Second Amended Disclosure
Statement and the Amended Application, the Proposed Transaction will not violate
the legal rights of the holders of any securities issued by any associate
company of Mobile Energy or Holdings.


                             ANDREwS & KURTH L.L.P.

Securities Exchange Commission
July 18, 2003
Page 5

         The foregoing opinions are limited to the matters expressly set forth
in this opinion letter, and no opinion is implied or may be inferred beyond the
matters expressly so stated. The opinions expressed herein are limited to
matters governed by the federal laws of the United States. With regard to the
application of Alabama state law to the Proposed Transaction, please see the
opinion of Cabaniss, Johnston, Gardner, Dumas & O'Neal, appended to the Amended
Application as Exhibit F-2. We have not considered and express no opinion on the
laws of the State of Alabama and the rules and regulations relating thereto.

         We hereby consent to the filing of this opinion as an exhibit to the
Amended Application, and for no other purpose.

                                            Very truly yours,

                                        /s/Andrew & Kurth L.L.P.



DAZ/LD/ASH





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