<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>11
<FILENAME>x5_1.txt
<TEXT>
                                                                     Exhibit 5.1
                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP
                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900


                                  June 4, 2003


Georgia Power Company
241 Ralph McGill Boulevard, N.E.
Atlanta, Georgia 30308-3374

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel to Georgia Power Company (the "Company") in
connection with the preparation of a Registration Statement on Form S-3,
including a preliminary prospectus, filed with the Securities and Exchange
Commission (the "Commission") on June 4, 2003 (the "Registration Statement"),
for the registration under the Securities Act of 1933, as amended (the "Act"),
of (1) Junior Subordinated Notes (the "Junior Subordinated Notes") to be issued
by the Company, (2) Trust Preferred Securities to be issued by Georgia Power
Capital Trust VII, Georgia Power Capital Trust VIII, Georgia Power Capital Trust
IX and Georgia Power Capital Trust X, (3) the Company's Guarantees (as defined
in the Registration Statement) with respect to such Preferred Securities and (4)
Senior Notes (the "Senior Notes") to be issued by the Company. The Junior
Subordinated Notes will be issued pursuant to the Subordinated Note Indenture,
dated as of June 1, 1997, as supplemented, between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the
"Subordinated Note Indenture"), the Guarantees will be issued pursuant to
separate guarantee agreements between the Company and the trustees named therein
(the "Guarantee Agreements") and the Senior Notes will be issued pursuant to the
Senior Note Indenture, dated as of January 1, 1998, as supplemented, between the
Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
trustee (the "Senior Note Indenture"), in each case in the respective forms
filed as exhibits to the Registration Statement.

         We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, and upon the
adoption of appropriate resolutions by the Board of Directors of the Company or
a duly authorized committee thereof, when the Junior Subordinated Notes, the
Guarantees and the Senior Notes have been issued and sold upon the terms
specified in an appropriate order of the Georgia Public Service Commission, when

<PAGE>

Georgia Power Company
June 4, 2003
Page 2


the Subordinated Note Indenture, the Guarantee Agreements and the Senior Note
Indenture have been duly executed and delivered by the proper officers of the
Company and the trustees named therein, and when the Junior Subordinated Notes,
the Guarantees and the Senior Notes have been executed, authenticated and
delivered in accordance with the terms of the Subordinated Note Indenture, the
Guarantee Agreements and the Senior Note Indenture, as the case may be, the
Junior Subordinated Notes, the Guarantees and the Senior Notes will be valid,
binding and legal obligations of the Company (subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and to general principles of equity,
whether considered in a proceeding at law or in equity). In rendering the
foregoing opinion, with respect to matters of New York law, we have relied on
the opinion of Dewey Ballantine LLP attached hereto as Annex I.

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded and (ii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.

         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 here, the laws
of the State of New York.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
caption "Legal Matters" in the prospectus forming part of the Registration
Statement. In giving the foregoing consent, we do not hereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder. This opinion may
not be furnished or quoted to, or relied upon by, any other person for any
purpose, without our prior written consent.

                                                     Very truly yours,

                                                     /s/Troutman Sanders LLP

                                                     TROUTMAN SANDERS LLP


<PAGE>

                              Dewey Ballantine LLP
                               New York, New York



                                  June 4, 2003


Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 5200
Atlanta, Georgia  30308

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         We are acting as counsel to the prospective underwriters in connection
with the preparation of a Registration Statement on Form S-3, including a
preliminary prospectus, filed with the Securities and Exchange Commission (the
"Commission") on June 4, 2003 (the "Registration Statement"), for the
registration under the Securities Act of 1933, as amended (the "Act"), of (1)
Junior Subordinated Notes (the "Junior Subordinated Notes") to be issued by
Georgia Power Company (the "Company"), (2) Trust Preferred Securities to be
issued by Georgia Power Capital Trust VII, Georgia Power Capital Trust VIII,
Georgia Power Capital Trust IX and Georgia Power Capital Trust X, (3) the
Company's Guarantees (as defined in the Registration Statement) with respect to
such Trust Preferred Securities and (4) Senior Notes (the "Senior Notes") to be
issued by the Company. The Junior Subordinated Notes will be issued pursuant to
the Subordinated Note Indenture, dated as of June 1, 1997, as supplemented,
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank), as trustee (the "Subordinated Note Indenture"), the Guarantees
will be issued pursuant to separate guarantee agreements between the Company and
the trustee named therein (the "Guarantee Agreements") and the Senior Notes will
be issued pursuant to the Senior Note Indenture, dated as of January 1, 1998, as
supplemented, between the Company and JPMorgan Chase Bank (formerly known as The
Chase Manhattan Bank), as trustee (the "Senior Note Indenture"), in each case in
the respective forms filed as exhibits to the Registration Statement.

         We are of the opinion that, upon compliance with the pertinent
provisions of the Act, the Trust Indenture Act of 1939, as amended, and the
Public Utility Holding Company Act of 1935, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions, and upon the
adoption of appropriate resolutions by the Board of Directors of the Company or
a duly authorized committee thereof, when the Junior Subordinated Notes, the
Guarantees and the Senior Notes have been issued and sold upon the terms
specified in the order of the Georgia Public Service Commission, when the
Subordinated Note Indenture, the Guarantee Agreements and the Senior Note

<PAGE>

June 4, 2003
Page 2


Indenture have been duly executed and delivered by the proper officers of the
Company and the trustees named therein, and when the Junior Subordinated Notes,
the Guarantees and the Senior Notes have been executed, authenticated and
delivered in accordance with the terms of the Subordinated Note Indenture, the
Guarantee Agreements and the Senior Note Indenture, as the case may be, the
Junior Subordinated Notes, the Guarantees and the Senior Notes will be valid,
binding and legal obligations of the Company (subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally and to general principles of equity,
whether considered in a proceeding at law or in equity).

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the
Registration Statement shall have been declared effective and such effectiveness
shall not have been terminated or rescinded and (ii) there shall not have
occurred any change in law affecting the validity or enforceability of such
security. We have also assumed that none of the terms of any security to be
established subsequent to the date hereof, nor the issuance and delivery of such
security, nor the compliance by the Company with the terms of such security will
violate any applicable law or will result in a violation of any provision of any
instrument or agreement then binding upon the Company, or any restriction
imposed by any court or governmental body having jurisdiction over the Company.

         We are members of the State Bar of New York and we do not express any
opinion concerning any law other than the law of the State of New York.

         This opinion is furnished solely for your benefit in connection with
your rendering an opinion to the Company to be filed as Exhibit 5.1 to the
Registration Statement and we hereby consent to your attaching this opinion as
an annex to such opinion. This opinion may not be relied upon by you for any
other purpose, or quoted to or relied upon by any other person, firm or entity
for any purpose, without our prior written consent.

                                                     Very truly yours,

                                                     /s/Dewey Ballantine LLP

                                                     DEWEY BALLANTINE LLP




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