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EXHIBIT 8.2
[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
November 7, 2000
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
Re: Federal Income Tax Consequences of
Merger of Ring Acquisition Corp. with
AND INTO ENTERGY CORPORATION
Ladies and Gentlemen:
We are acting as counsel to Entergy Corporation, a Delaware corporation
("Entergy"), in connection with the transactions contemplated by the Agreement
and Plan of Merger dated as of July 30, 2000 (the "Merger Agreement"), by and
among FPL Group, Inc., a Florida corporation ("FPL"), Entergy, WCB Holding
Corp., a Delaware corporation, 50% of whose outstanding capital stock is owned
by FPL and 50% of whose outstanding capital stock is owned by Entergy (the
"Company"), Ranger Acquisition Corp., a Florida corporation which is a
newly-formed subsidiary of the Company ("Merger Sub A"), and Ring Acquisition
Corp., a Delaware corporation which is also a newly-formed subsidiary of the
Company ("Merger Sub B"), pursuant to which (i) Merger Sub A shall be merged
with and into FPL under the laws of the state of Florida, with FPL surviving as
a wholly-owned subsidiary of the Company (the "FPL Merger") and (ii) Merger Sub
B shall be merged with and into Entergy under the laws of the state of Delaware,
with Entergy surviving as a wholly-owned subsidiary of the Company (the "Entergy
Merger" and together with the "FPL Merger", the "Merger"). All capitalized terms
used herein, unless otherwise specified, have the meanings assigned to them in
the registration statement on Form S-4 and any amendments thereto (the
"Registration Statement") and the Joint Proxy Statement and Prospectus included
therein (the "Joint Proxy Statement-Prospectus"), as filed by the Company with
the Securities and Exchange Commission (the "SEC"). This opinion is being
delivered in connection with, and as of the date of the declaration of
effectiveness by the SEC of, the Registration Statement to which this opinion
appears as an exhibit.
In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Merger Agreement, the Joint Proxy Statement-Prospectus, and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below. In addition, we have relied upon certain statements and
representations made by Entergy, FPL, the Company and others, including
representations set forth in certificates of the officers of Entergy and FPL
(collectively, the "Certificates") dated as of the effective date of the Joint
Proxy Statement-Prospectus. Our opinion is conditioned on, among other things,
the initial and continuing accuracy at the Effective Time (as defined in the
Merger Agreement) of the facts, information, covenants and representations set
forth in the documents referred to above and the statements and representations
made by Entergy, FPL, the Company and others, including those set forth in the
Certificates.
In our 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 documents. We also have assumed that the transactions related
to the Merger or contemplated by the Merger Agreement are consummated in
accordance with the Merger Agreement and as described in the Joint Proxy
Statement-Prospectus, that the FPL Merger qualifies as a statutory merger under
the laws of the state of Florida, and that the Entergy Merger qualifies as a
statutory
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November 7, 2000
Page 2
merger under the laws of the state of Delaware. In rendering our opinion, we
have considered the applicable provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), Treasury Regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the Internal Revenue Service and
such other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions and administrative interpretations are
subject to change at any time and, in some circumstances, with retroactive
effect. A material change in the authorities upon which our opinion is based
could affect our conclusions.
Based solely upon the foregoing, for federal income tax purposes, we are of
the opinion that the FPL Merger and the Entergy Merger will together constitute
a transaction governed by Section 351 of the Code.
Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the Merger or of any
transactions related to the Merger or contemplated by the Merger Agreement or
the Joint Proxy Statement-Prospectus. We are furnishing this opinion to you
solely in connection with Section 6.03(c) of the Merger Agreement; this opinion
is solely for your benefit and is not to be used, circulated, quoted or
otherwise referred to for any purpose without our express written permission and
the disclosure in the section of the Joint Proxy Statement-Prospectus entitled
"Material U.S. Federal Income Tax Consequences of the Merger" is our opinion
with respect to the tax consequences of the Merger, including the tax
consequences to the holders of common stock, par value $.01 per share, of
Entergy.
We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement and to the reference to this firm in the Registration
Statement and the Joint Proxy Statement-Prospectus included therein.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP
