<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>exf2.txt
<DESCRIPTION>EXHIBIT F-2
<TEXT>
                                                                     Exhibit F-2

                   Cabaniss, Johnston, Gardner, Dumas & O'Neal
                              Birmingham, Alabama



                                  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. 2 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 (the "Third Plan"), filed with the United States Bankruptcy Court for the
Southern District of Alabama ("Bankruptcy Court") by the Debtors. The Third Plan
and the 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 with the Bankruptcy Court 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.

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Securities and Exchange Commission
July 18, 2003
Page 2


         Issuance of New Common Stock (as defined in the Third Plan) in
reorganized Holdings as described in the Amended Application and the Third Plan,
and the extinguishment of Southern's equity ownership interests in Holdings as
described in the Amended Application and the Third Plan 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
copies of the following:

          (a)  The Amended Application;

          (b)  The Third Plan;

          (c)  The Second Amended Disclosure Statement;

          (d)  The Articles of Organization of Mobile Energy dated July 13,
               1995, as amended by the First Amendment to the Articles of
               Organization of Mobile Energy dated February 7, 2000, and the
               Second Amendment to the Articles of Organization of Mobile Energy
               dated December 28, 2000;

          (e)  The Operating Agreement of Mobile Energy dated July 14, 1995, as
               amended by the First Amendment to Operating Agreement of Mobile
               Energy dated August 23, 1995, and the Second Amendment to the
               Operating Agreement of Mobile Energy dated December 21, 2000;

          (f)  The Certificate of Amendment and Restatement of Articles of
               Incorporation of Holdings dated February 7, 2000, together with
               the Articles of Restatement of Articles of Incorporation of
               Holdings dated February 7, 2000, and attached thereto;

          (g)  The Bylaws of Holdings effective May 25, 1995;

          (h)  Unanimous Written Consent of the Members of Mobile Energy dated
               January 14, 1999;

          (i)  Unanimous Consent of Members of Mobile Energy to Adoption of
               Certain Actions and Resolutions in Lieu of Meeting dated January
               14, 1999;

          (j)  The Minutes of a Meeting of the Manager and Members of Mobile
               Energy dated February 7, 2000;

          (k)  Joint Consent of the Manager and Members of Mobile Energy to
               Adoption of Certain Actions and Resolutions in Lieu of Meeting
               dated December 28, 2000;
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Securities and Exchange Commission
July 18, 2003
Page 3


          (l)  Joint Unanimous Written Consent of the Directors and the
               Shareholder of Holdings to the Adoption of Certain Actions and
               Resolutions in Lieu of Meeting dated February 7, 2000;

          (m)  A Certificate of Existence for Mobile Energy issued by the
               Secretary of State of Alabama, dated July 14, 2003;

          (n)  A Certificate of Existence for Holdings issued by the Secretary
               of State of Alabama, dated July 14, 2003 (the "Holdings
               Certificate of Existence"); and

          (o)  The June 25, 2003 draft of the Amended and Restated Intercreditor
               and Collateral Agency Agreement (the "Intercreditor Agreement").

         For purposes of this opinion, we have relied upon the oral
representation of the Alabama Department of Revenue that Holdings and Mobile
Energy are in good standing under the laws of the State of Alabama. For purposes
of this opinion, we have not reviewed any documents other than the documents
listed in paragraphs (a) through (o) above. In particular we have not reviewed
any document (other than the documents listed in paragraphs (a) through (o)
above) that is referred to in or incorporated by reference into the Amended
Application, the Third Plan or 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 without independent verification
or determination by us.

         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 and in accordance with the
               governing corporate documents of Holdings and the governing
               limited liability company documents of Mobile Energy, by the
               board of directors and shareholder of Holdings and the members
               and manager of Mobile Energy, and all other corporate or limited
               liability company formalities required by Alabama or other law
               for the consummation of the Proposed Transaction shall have been
               taken (including the proper authorization of the issuance of the
               New Common Stock, cancellation of the stock of Holdings held by
               Southern, the surrender of the First Mortgage Bonds and the

<PAGE>


Securities and Exchange Commission
July 18, 2003
Page 4

               Tax-Exempt Bonds, the due execution and recordation of
               appropriate amendments to the 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
               Second Amended Disclosure Statement, and all corporate and
               limited liability company actions and filings necessary for the
               creation and organization of all new corporate, limited liability
               company or other entities contemplated under the Third Plan 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 under the
               laws of all jurisdictions where they are conducting business or
               otherwise required to be so qualified and have the full power and
               authority (corporate, limited liability company, partnership,
               trust or other) to execute, deliver and perform their duties
               under all documents related to the Proposed Transaction and take
               all actions necessary to consummate the Proposed Transaction;

          (ii) the board of directors of Holdings has determined that the
               consideration received or to be received for the New Common Stock
               to be issued is adequate and that Southern has waived any and all
               preemptive rights it may have with respect to the New Common
               Stock;

          (iii) final approval by the Bankruptcy Court of the Proposed
               Transaction, the Third Plan and the Second Amended Disclosure
               Statement;

          (iv) Southern owns all of the issued and outstanding stock of Holdings
               and Holdings is the sole member and manager of Mobile Energy;

          (v)  that all of the documents related to the Proposed Transaction,
               including, but not limited to, the documents examined by us,
               constitute the legal, valid and binding obligation of each party
               thereto enforceable against such party in accordance with their
               terms, that they have been duly authorized, executed and
               delivered by all parties thereto and that all signatories to such
               documents have been duly authorized;

          (vi) all required approvals, authorizations, consents, certificates,
               rulings and orders of, and all filings and registrations with,
               all applicable federal, state and local commissions, boards and
               other regulatory authorities with respect to the Proposed
               Transaction shall have been obtained or made, as the case may be
               (including, without limitation, the Commission, the Industrial

<PAGE>


Securities and Exchange Commission
July 18, 2003
Page 5


               Development Board of the City of Mobile, Alabama, the Alabama
               Public Service Commission and the Bankruptcy Court), and the
               Proposed Transaction shall have been accomplished in accordance
               with all such approvals, authorizations, consents, certificates,
               rulings, orders, filings and registrations;

          (vii) 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;

          (viii) there has not been any mutual mistake of fact or
               misunderstanding, fraud, duress or undue influence on the part of
               any party to any beneficiary of the Proposed Transaction with
               respect to the transactions provided therein;

          (ix) all required approvals and authorizations of the issuer(s) of the
               First Mortgage Bonds (as defined in the Third Plan) and the
               Tax-Exempt Bonds (as defined in the Third Plan) have been or
               shall be obtained;

          (x)  the accuracy and completeness of all certificates and other
               statements, documents and records reviewed by us, and the
               accuracy and completeness of all representations, warranties,
               schedules and exhibits contained in the documents related to the
               Proposed Transaction, with respect to the factual matters set
               forth therein;

          (xi) 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,
               including, but not limited to, the First Mortgage Bonds and the
               Tax-Exempt Bonds;

          (xii) the capacity of all natural persons and the genuineness of all
               signatures;

          (xiii) Holdings has not issued any securities other than the stock
               held by Southern, the First Mortgage Bonds and the Tax-Exempt
               Bonds;

          (xv) neither Holdings nor Mobile Energy is a "utility" or a "holding
               company" as defined by ALA. CODE ss. 37-4-1 (2002 Supp.) or
               otherwise subject to regulation by the Alabama Public Service
               Commission; and
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Securities and Exchange Commission
July 18, 2003
Page 6


          (xvi) 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:

          (1)  upon the Proposed Transaction being consummated in accordance
               with the Plan and as contemplated by the Application, the
               Proposed Transaction will not violate any applicable law of the
               State of Alabama;

          (2)  that based solely on the Holdings Certificate of Existence,
               Holdings is a corporation duly existing under the laws of the
               state of Alabama;

          (3)  that upon issuance and receipt of consideration and subject to
               compliance with applicable corporate formalities for the
               surrender and cancellation of the stock of Holdings held by
               Southern and the First Mortgage Bonds and the applicable
               Tax-Exempt Bonds, and the issuance of the New Common Stock, any
               New Common Stock in Holdings duly issued pursuant to and as
               contemplated by the Third Plan will be validly issued, fully
               paid, and nonassessable under the laws of the State of Alabama,
               and the holders thereof will be entitled to the rights and
               privileges thereto as set forth in the Amended Articles of
               Incorporation of Holdings and as otherwise provided, defined, and
               limited by the laws of the State of Alabama; and

          (4)  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, the
               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
               pro rata share of 27.033% of the New Common Stock and they will
               retain a pro rata share of $1,000,000 of such Tax-Exempt Bonds.
               Southern's common equity interests in Holdings will also be
               extinguished under the Third Plan. Except as described above and
               in the Third Plan, the Second Amended Disclosure Statement and
               the Amended Application, the consummation of the Proposed

<PAGE>



Securities and Exchange Commission
July 18, 2003
Page 7

               Transaction in accordance with the Third Plan and as contemplated
               by the Amended Application will not violate the legal rights
               under Alabama law of the holder of any securities issued by
               Holdings.

         We express no opinion with respect to the applicability or effect of
state antitrust, tax, securities or "blue sky" laws with respect to the Proposed
Transaction. We also express no opinion with respect to the applicability or
effect of ALA. CODE ss.ss. 37-14-1 et seq. (1992 Repl.).

         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 solely to
matters governed by the laws of the State of Alabama, and no opinion is
expressed as to the law of any other state or as to any matter of local or
federal law, including, but not limited to, federal tax laws, bankruptcy or
creditors' rights laws, antitrust laws, and securities laws. In rendering this
opinion we have further relied without independent investigation or verification
and subject to the assumptions and qualifications contained therein, solely upon
the opinion of Andrews & Kurth L.L.P., appended to the Amended Application as
Exhibit F-1, with respect to the application of federal law. We have assumed
that where the documents are governed by law other than the law of the State of
Alabama, that the law in such other jurisdictions is the same as the law in the
State of Alabama.

         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/Cabaniss, Johnston, Gardner, Dumas & O'Neal

                            Cabaniss, Johnston, Gardner, Dumas & O'Neal


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