File No. 70-7946
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
__________________________________________
Post-Effective Amendment No. 6 to
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________
System Energy Resources, Inc. Entergy Corporation
1340 Echelon Parkway P.O. Box 61005
Jackson, MS 39213 New Orleans, LA 70161
Telephone: 601-984-9000 Telephone: 504-529-5262
Arkansas Power & Light Company Louisiana Power & Light
P.O. Box 551 Company
Little Rock, AR 72203 P.O. Box 61000
Telephone: 501-377-4000 New Orleans, LA 70161
Telephone: 504-569-4000
Mississippi Power & Light Company New Orleans Public Service
P.O. Box 1640 Inc.
Jackson, MS 39205 P.O. Box 61000
Telephone: 601-969-2311 New Orleans, LA 70161
Telephone: 504-569-4000
(Names of companies filing this statement and addresses
of principal executive offices)
________________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
________________________________________
Gerald D. McInvale
Senior Vice President
and Chief Financial Officer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
(Name and address of agent for service)
_________________________________________
<PAGE>
The Commission is also requested to send copies of any
communications in connection with this matter to:
Glenn E. Harder Bonnie Wilkinson, Esq.
Vice President-Financial Reid & Priest
Strategies and Treasurer 40 West 57th Street
Entergy Services, Inc. New York, NY 10019
P.O. Box 61000
New Orleans, LA 70161
Laurence M. Hamric, Esq. Betty Collins, Esq.
Entergy Services, Inc. Wise Carter Child & Caraway
225 Baronne Street Professional Association
New Orleans, LA 70112 P. O. Box 651
Jackson, MS 39205
<PAGE>
The Application-Declaration in this File No. 70-7946, as
heretofore amended, is hereby further amended as follows:
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration is hereby
supplemented by adding the following at the end
thereof:
"Pursuant to the Commission's April 10, 1992 authorization
(Rel. No. 35-25513), System Energy has been engaged in
negotiations with Salomon Brothers Inc ('Underwriter') for the
sale of a new series of its First Mortgage Bonds (the '1999
Series Bonds'). Negotiations for the sale of the 1999 Series
Bonds have been completed.
The principal terms of the proposed 1999 Series Bonds are as
follows:
Method of Sale: Negotiated underwritten public
offering (Salomon Brothers
Inc, as Underwriter).
Amount: $60,000,000.
Maturity: April 1, 1999.
Price to System Energy: (99.225%)($59,535,000) plus
accrued interest from
April 1, 1994.
Spread: (0.625%)($375,000).
Offering Price: (99.85%)($59,910,000).
Interest Rate: (7 5/8%) payable April 1
and October 1, beginning
October 1, 1994.
Current Interest Cost: (7.82%).
Sinking Fund: None.
Call Provisions: Not callable at the option of
the Company at general
redemption prices for the life
of the Series.
General Redemption Price: N/A
Special Redemption Price: 100%
Scheduled Closing Date: April 28, 1994
Security: Secured by Nineteenth Supplemental
Indenture, Twenty-ninth Assignment
of Availability Agreement, Consent
and Agreement and Twenty-ninth
Supplementary Capital Funds
Agreement and Assignment, each
to be dated as of April 1, 1994.
For further information with respect to the terms of the
1999 Series Bonds, and the security therefor, reference is made
to Exhibits A-2(f), B-2(e) and B-3(e) to Post-Effective Amendment
No. 5 to the Application-Declaration and Exhibit B-1(d) hereto.
System Energy hereby requests a waiver from the Commission's
Statement of Policy Regarding First Mortgage Bonds (Rel. No.
35-13105, February 16, 1956), as modified by Release No.
35-16369, May 8, 1969, to the extent necessary that the 1999
Series Bonds may be non-callable, rather than non-refundable, at
the option of System Energy for the life of the issue."
Item 5. Procedure.
Item 5 of the Application-Declaration is hereby
supplemented by adding the following at the end
thereof:
"System Energy requests that the Commission issue an
order approving the above-described terms and conditions of the
1999 Series Bonds as soon as possible, but in any event no later
than April 27, 1994. System Energy also requests that the
Commission reserve jurisdiction over the terms and conditions, and
fees and expenses, related to the issuance and sale of the remaining
$160 million principal amount of the Bonds."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
B-1(d) Form of Underwriting Agreement relating to the
1999 Series Bonds.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY CORPORATION
By: /s/ Glenn E. Harder
Glenn E. Harder
Treasurer
ARKANSAS POWER & LIGHT COMPANY
LOUISIANA POWER & LIGHT COMPANY
MISSISSIPPI POWER & LIGHT COMPANY
NEW ORLEANS PUBLIC SERVICE INC.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ Glenn E. Harder
Glenn E. Harder
Vice President-Financial
Strategies and Treasurer
Dated: April 21, 1994
Exhibit B-1(d)
$60,000,000
SYSTEM ENERGY RESOURCES, INC.
UNDERWRITING AGREEMENT
First Mortgage Bonds, 7_% Series due April 1, 1999
Salomon Brothers Inc
April 21, 1994
<PAGE>
April 21, 1994
SALOMON BROTHERS INC
Seven World Trade Center, 30th Floor
New York, New York 10048
Ladies & Gentlemen:
The undersigned, System Energy Resources, Inc., an
Arkansas corporation (the "Company"), hereby confirms its
agreement with you, as Underwriter, to issue and sell to you
$60,000,000 principal amount of the Company's First Mortgage
Bonds, 7_% Series due April 1, 1999 (the "Bonds"), as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions set forth in this agreement (the
"Underwriting Agreement"), you shall purchase from the Company,
and the Company shall issue and sell to you, the Bonds at 99.225%
of the principal amount thereof plus accrued interest from
April 1, 1994 to the date of payment for and delivery of the
Bonds.
SECTION 2. Description of Bonds. The Bonds shall be
issued under and pursuant to the Company's Mortgage and Deed of
Trust, dated as of June 15, 1977, with United States Trust
Company of New York and Gerard F. Ganey (successor to Malcolm J.
Hood), as trustees ("Trustees"), as supplemented by the
Nineteenth Supplemental Indenture, dated as of April 1, 1994 (the
"Supplemental Indenture"), to said Mortgage and Deed of Trust.
Said Mortgage and Deed of Trust, as supplemented and as it will
be further supplemented by the Supplemental Indenture is
hereinafter referred to as the "Mortgage". The Bonds and the
Supplemental Indenture shall have the terms and provisions
described in the Prospectus hereinafter referred to, provided
that subsequent to the date hereof and prior to the Closing Date
the form of the Supplemental Indenture may be amended by mutual
agreement between the Company and you.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to you that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the State of
Arkansas and has the necessary corporate power and authority to
conduct the business which it is described in the Prospectus
(hereinafter defined) as conducting and to own and operate the
properties owned and operated by it in such business.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration statement
on Form S-3 (File No. 33-47662) for the registration of
$500,000,000 principal amount of the Company's First Mortgage
Bonds ("First Mortgage Bonds") under the Securities Act of 1933,
as amended ("Securities Act") (of which an aggregate of
$220,000,000 of such First Mortgage Bonds remain unsold), and
such registration statement has become effective. The Company
qualifies for use of Form S-3 for the registration of the Bonds.
The prospectus forming a part of the registration statement, at
the time such registration statement (or the most recent
amendment thereto filed prior to the time of effectiveness of
this Underwriting Agreement) became effective, including all
documents incorporated by reference therein at that time pursuant
to Item 12 of Form S-3, is hereinafter referred to as the "Basic
Prospectus". In the event that the Basic Prospectus shall have
been amended, revised or supplemented (but excluding any
amendments, revisions or supplements to the Basic Prospectus
relating solely to First Mortgage Bonds other than the Bonds)
prior to the time of effectiveness of the Underwriting Agreement,
and with respect to any documents filed by the Company pursuant
to Section 13 or 14 of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), after the time the registration
statement became effective and up to the time of effectiveness of
the Underwriting Agreement (but excluding documents incorporated
therein by reference relating solely to First Mortgage Bonds
other than the Bonds), which documents are deemed to be
incorporated by reference in the Basic Prospectus, the term
"Basic Prospectus" as used herein shall also mean such prospectus
as so amended, revised or supplemented. Such registration
statement as it initially became effective and as it may have
been amended by all amendments thereto as of the time of
effectiveness of the Underwriting Agreement (including for these
purposes as an amendment any document incorporated by reference
in the Basic Prospectus), and the Basic Prospectus as it shall be
supplemented to reflect the terms of the offering and sale of the
Bonds by a prospectus supplement ("Prospectus Supplement") to be
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424 under the Securities Act ("Rule 424"), are
hereinafter referred to as the "Registration Statement" and the
"Prospectus," respectively. After the time of effectiveness of
the Underwriting Agreement and during the time specified in
Section 6(d), the Company will not file (i) any amendment to the
Registration Statement or supplement to the Prospectus (except
any amendment or supplement relating solely to First Mortgage
Bonds other than the Bonds) or (ii) prior to the time that the
Prospectus is filed with, or transmitted for filing to, the
Commission pursuant to Rule 424, any document which is to be
incorporated by reference in, or any supplement to the Basic
Prospectus, in either case, without prior notice to you and to
Winthrop, Stimson, Putnam & Roberts ("Counsel for the
Underwriter"), or any such amendment or supplement to which said
Counsel shall reasonably object on legal grounds in writing. For
purposes of the Underwriting Agreement, any document which is
filed with the Commission after the time of effectiveness of the
Underwriting Agreement and is incorporated by reference in the
Prospectus (except documents incorporated by reference relating
solely to First Mortgage Bonds other than the Bonds) pursuant to
Item 12 of Form S-3 shall be deemed a supplement to the
Prospectus.
(c) The Registration Statement, at the later of (i)
the time of its initial effectiveness or (ii) the date that any
post-effective amendment to the Registration Statement (excluding
any post-effective amendment relating solely to First Mortgage
Bonds other than the Bonds) was or is declared effective by the
Commission under the Securities Act, and the Mortgage, at such
time, fully complied, and the Prospectus, when filed with, or
transmitted for filing to, the Commission pursuant to Rule 424
and at the Closing Date (hereinafter defined), as it may then be
amended or supplemented, will fully comply in all material
respects with the applicable provisions of the Securities Act,
the Trust Indenture Act of 1939, as amended ("Trust Indenture
Act") and the rules and regulations of the Commission thereunder
or pursuant to said rules and regulations did or will be deemed
to comply therewith. The documents incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, on the date first
filed with the Commission pursuant to the Exchange Act, fully
complied or will fully comply in all material respects with the
applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder or pursuant to said
rules and regulations are or will be deemed to comply therewith.
On the date that the Company's most recent Annual Report on Form
10-K was filed with the Commission under the Exchange Act, the
Registration Statement did not, and on the date that any post-
effective amendment to the Registration Statement became or
becomes effective (but excluding any post-effective amendment
relating solely to First Mortgage Bonds other than the Bonds),
the Registration Statement as amended by any such post-effective
amendment did not or will not, as the case may be, 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 not misleading. At the time the Prospectus is
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424 and at the Closing Date (hereinafter defined), the
Prospectus, as it may then be amended or supplemented, will not
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they are made, not
misleading, and on said dates and at such times, the documents
then incorporated by reference in the Prospectus pursuant to Item
12 of Form S-3, when read together with the Prospectus, or the
Prospectus, as it may then 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 are made, not misleading. The foregoing
representations and warranties in this paragraph (c) shall not
apply to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company by
you specifically for use in connection with the preparation of
the Registration Statement or the Prospectus, as they may be
amended or supplemented, or to any statements in or omissions
from the statements of eligibility, as either may be amended,
under the Trust Indenture Act, of the Trustees under the
Mortgage.
(d) The issuance and sale of the Bonds and the
fulfillment of the terms of the Underwriting Agreement will not
result in a breach of any of the terms or provisions of, or
constitute a default under, the Mortgage or any indenture, other
mortgage, deed of trust or other agreement or instrument to which
the Company is now a party.
(e) Except as set forth or contemplated in the
Prospectus, the Company has obtained all material licenses,
permits, and other governmental or regulatory authorizations
currently required for the conduct of its business, and is in all
material respects complying therewith, and the Company is not
aware of any fact that would lead it to believe that any material
license, permit or other governmental or regulatory authorization
would not remain in effect or be renewed in its ordinary course
of business.
SECTION 4. Offering. The Company is advised by you
that you propose to make a public offering of the Bonds as soon
after the Underwriting Agreement has become effective as in your
judgment is advisable. The Company is further advised by you
that the Bonds will be offered to the public at the initial
public offering price specified in the Prospectus Supplement plus
accrued interest from April 1, 1994 to the date of delivery of
the Bonds. The Bonds may also be offered to certain dealers
selected by you at a price which represents a concession of .375%
of the principal amount under the public offering price, and that
you may allow, and such dealers may reallow, a concession not in
excess of .250% of the principal amount of the Bonds to certain
other dealers.
SECTION 5. Time and Place of Closing. Delivery of the
Bonds and payment therefor by check or checks payable in New York
Clearing House Funds or similar next day funds shall be made at
the offices of Reid & Priest, 40 West 57th Street, New York, New
York, at 10:00 A.M., New York time, on April 28, 1994, or at such
other time on the same or such other day as shall be agreed upon
by the Company and you. The hour and date of such delivery and
payment are herein called the "Closing Date".
The Bonds shall be delivered to you in such authorized
denominations and registered in such names as you may request in
writing by the close of business at least two business days prior
to the Closing Date or, to the extent not so requested, in your
name in such denominations as the Company shall determine. The
Company agrees to make the Bonds available to you for checking
not later than 2:30 P.M., New York Time, on the last business day
preceding the Closing Date at such place as may be agreed upon
between you and the Company, or at such other time and/or date as
may be agreed upon between you and the Company.
SECTION 6. Covenants of the Company. The Company
covenants and agrees with you that:
(a) The Company will deliver to you a copy of the
Registration Statement relating to the Bonds as originally filed
with the Commission, including the related prospectus and of all
amendments or supplements thereto relating to the Bonds,
certified by an officer of the Company to be in the form filed.
(b) The Company will deliver to you as many copies of
the Prospectus (and any amendments or supplements thereto) as you
may reasonably request.
(c) The Company will cause the Prospectus to be filed
with, or transmitted for filing to, the Commission pursuant to
and in compliance with Rule 424 within the time period required
by Section 7(a) hereof and will advise you promptly 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. The Company will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt removal
thereof if issued.
(d) During such period of time after the Underwriting
Agreement has become effective as you are required by law to
deliver a prospectus, if any event relating to or affecting the
Company, or of which the Company shall be advised by you in
writing, shall occur which in the Company's opinion should be set
forth in a supplement or amendment to the Prospectus in order to
make the Prospectus not misleading in the light of the
circumstances when it is delivered to a purchaser of the Bonds,
the Company will amend or supplement the Prospectus by either (i)
preparing and filing with the Commission and furnishing to you a
reasonable number of copies of a supplement or supplements or an
amendment or amendments to the Prospectus, or (ii) making an
appropriate filing pursuant to Section 13 or 14 of the Exchange
Act which will supplement or amend the Prospectus, so that, as
supplemented or amended, it will not contain an untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements
therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading. Unless such event
relates solely to your activities (in which case you shall assume
the expense of preparing any such amendment or supplement), the
expenses of complying with this Section 6(d) shall be borne by
the Company until the expiration of nine months from the initial
effective date of the Registration Statement, and such expenses
shall be borne by you thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning statement
(which need not be audited) covering a period of at least twelve
months beginning after the "effective date of the registration
statement" within the meaning of Rule 158 under the Securities
Act, which earning statement shall be in such form, and be made
generally available to security holders in such a manner so as to
meet the requirements of the last paragraph of Section 11(a) of
the Securities Act and Rule 158 promulgated under the Securities
Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Bonds
for offer and sale under the "blue sky" laws of such
jurisdictions as you may reasonably designate, provided that the
Company shall not be required to qualify as a foreign corporation
or dealer in securities, to file any consents to service of
process under the laws of any jurisdiction, or to meet any other
requirements deemed by the Company to be unduly burdensome.
(g) The Company will, except as herein provided, pay
all expenses and taxes (except transfer taxes) in connection with
(i) the preparation and filing of the Registration Statement,
(ii) the printing, issuance and delivery of the Bonds and the
preparation, execution, printing and recordation of the
Supplemental Indenture, (iii) legal fees and expenses relating to
the qualification of the Bonds under the "blue sky" laws of
various jurisdictions and the determination of the eligibility of
the Bonds for investment under the laws of various jurisdictions,
up to a maximum cost to it of $6,000, (iv) the printing and
delivery to you of reasonable quantities of copies of the
Registration Statement, the Preliminary Blue Sky Survey, the
Preliminary Legality Memorandum and the Prospectus and any
amendment or supplement thereto, except as otherwise provided in
paragraph (d) of this Section, (v) fees of the rating agencies in
connection with the rating of the Bonds, and (vi) fees (if any)
of the National Association of Securities Dealers, Inc. in
connection with its review of the terms of the offering. Except
as provided above, the Company shall not be required to pay any
amount for any of your expenses, except that, if this
Underwriting Agreement shall be terminated in accordance with the
provisions of Section 7, 8 or 11 hereof, the Company will
reimburse you for (i) the reasonable fees and expenses of
Counsel for the Underwriter, whose fees and expenses you agree to
pay in any other event, and (ii) reasonable out-of-pocket
expenses, in an amount not exceeding $10,000, incurred in
contemplation of the performance of this Underwriting Agreement.
The Company shall not in any event be liable to you for damages
on account of loss of anticipated profits.
(h) The Company will not sell any additional First
Mortgage Bonds without your consent until the earlier to occur of
(i) the Closing Date or (ii) the date of the termination of the
fixed price offering restrictions applicable to you. You agree
to notify the Company of such termination if it occurs prior to
the Closing Date.
SECTION 7. Conditions of Underwriter's Obligations.
Your obligations to purchase and pay for the Bonds shall be
subject to the accuracy on the date hereof and on the Closing
Date of the representations and warranties made herein on the
part of the Company and of any certificates furnished by the
Company on the Closing Date and to the following conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule 424
prior to 5:30 P.M., New York time, on the second business day
following the date of the Underwriting Agreement, or such other
time and date as may be agreed upon by the Company and you.
(b) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date; no proceedings for such purpose shall be pending
before, or, to the knowledge of the Company, threatened by, the
Commission on the Closing Date; and you shall have received a
certificate, dated the Closing Date and signed by the President,
a Vice President or the Treasurer of the Company, to the effect
that no such stop order has been or is in effect and that no
proceedings for such purpose are pending before, or to the
knowledge of the Company threatened by, the Commission.
(c) At the Closing Date, there shall be in full force
and effect an order of the Commission under the Public Utility
Holding Company Act of 1935 (the "Holding Company Act")
authorizing the issuance and sale of the Bonds on the terms set
forth in or contemplated by the Underwriting Agreement, the
Supplemental Indenture and the Prospectus.
(d) At the Closing Date, you shall have received from
Wise Carter Child & Caraway, Professional Association; Reid &
Priest; Friday, Eldredge & Clark; and counsel for the System
operating companies (Friday, Eldredge & Clark as to Arkansas
Power & Light Company ("AP&L"); Wise Carter Child & Caraway,
Professional Association, as to Mississippi Power & Light Company
("MP&L"); and Monroe & Lemann (A Professional Corporation), as to
Louisiana Power & Light Company ("LP&L") and New Orleans Public
Service Inc. ("NOPSI")), opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A, B, C and D
hereto, respectively, (i) with such changes therein as may be
agreed upon by the Company and you with the approval of Counsel
for the Underwriter, and (ii) if the Prospectus shall be
supplemented after being furnished to you for use in offering the
Bonds, with changes therein to reflect such supplementation.
(e) At the Closing Date, you shall have received from
Winthrop, Stimson, Putnam & Roberts, Counsel for the Underwriter,
an opinion, dated the Closing Date, substantially in the form set
forth in Exhibit E hereto, with such changes therein as may be
necessary to reflect any supplementation of the Prospectus prior
to the Closing Date.
(f) On or prior to the effective date of this
Underwriting Agreement, you shall have received from the
Company's independent certified public accountants (the
"Accountants") a letter dated the date hereof and addressed to
you to the effect that (i) they are independent certified public
accountants with respect to the Company within the meaning of the
Securities Act and the applicable published rules and regulations
thereunder; (ii) in their opinion, the financial statements and
financial statement schedules examined by them and included or
incorporated by reference in the Prospectus comply as to form in
all material respects with the applicable accounting requirements
of the Securities Act and the Exchange Act and the applicable
published rules and regulations thereunder; (iii) on the basis of
performing the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest unaudited financial statements (if
any) included or incorporated by reference in the Prospectus, a
reading of the latest available interim unaudited financial
statements of the Company, the minutes of the meetings of the
Board of Directors of the Company, the Executive Committee
thereof, if any, and the stockholder of the Company, since
December 31, 1993 to a specified date not more than five days
prior to the date of such letter, and inquiries of officers of
the Company who have responsibility for financial and accounting
matters (it being understood that the foregoing procedures do not
constitute an examination made 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 the Accountants make no
representations as to the sufficiency of such procedures for your
purposes), nothing has come to their attention which caused them
to believe that (A) the unaudited financial statements of the
Company (if any) included or incorporated by reference in the
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Securities Act and
the Exchange Act and the related published rules and regulations
thereunder; (B) any material modifications should be made to said
unaudited financial statements for them to be in conformity with
generally accepted accounting principles and (C) at a specified
date not more than five days prior to the date of the letter,
there was any change in the capital stock or long-term debt of
the Company, or decrease in its net assets, in each case as
compared with amounts shown in the most recent balance sheet
incorporated by reference in the Prospectus, except in all
instances for changes or decreases which the Prospectus discloses
have occurred or may occur, for declarations of dividends, for
the repayment or redemption of long-term debt, for the
amortization of premium or discount on long-term debt, or for
changes or decreases as set forth in such letter, identifying the
same and specifying the amount thereof; and (iv) stating that
they have compared specific dollar amounts, percentages of
revenues and earnings and other financial information pertaining
to the Company set forth in the Prospectus and specified in
Exhibit F hereto to the extent that such amounts, numbers,
percentages and information may be derived from the general
accounting records of the Company, and excluding any questions
requiring an interpretation by legal counsel, with the results
obtained from the application of specified readings, inquiries
and other appropriate procedures (which procedures do not
constitute an examination in accordance with generally accepted
auditing standards) set forth in the letter, and found them to be
in agreement.
(g) At the Closing Date, you shall have received (i) a
certificate, dated the Closing Date and signed by the President,
a Vice President or the Treasurer of the Company to the effect
that (A) the representations and warranties of the Company
contained herein are true and correct, (B) the Company has
performed and complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by the
Company at or prior to the Closing Date, and (C) since the most
recent date as of which information is given in the Prospectus,
as it may be amended or supplemented, there has not been any
material adverse change in the business, property or financial
condition of the Company and there has not been any material
transaction entered into by the Company, other than transactions
in the ordinary course of business, in each case other than as
referred to in, or contemplated by, the Prospectus, as it may be
amended or supplemented; and (ii) certificates, dated the Closing
Date and signed by the President, a Vice President or the
Treasurer of Entergy to the effect that (1) except as set forth
or contemplated in the Prospectus, as it may be amended or
supplemented, Entergy, AP&L, LP&L, MP&L and NOPSI have obtained
all material licenses, permits, approvals and other governmental
or regulatory authorizations required to enable them to fulfill
their obligations to the Company under the terms of, with respect
to Entergy, the Capital Funds Agreement and the Twenty-ninth
Supplementary Capital Funds Agreement and Assignment, dated as of
April 1, 1994 (hereinafter referred to as the "Supplementary
Capital Funds Agreement") among the Company, the Trustees and
Entergy, and, with respect to AP&L, LP&L, MP&L and NOPSI, the
Availability Agreement and the Twenty-ninth Assignment of
Availability Agreement, Consent and Agreement, dated as of April
1, 1994 (hereinafter referred to as the "Assignment of
Availability Agreement") among the Company, the Trustees, AP&L,
LP&L, MP&L and NOPSI, each as described in the Prospectus and (2)
since the most recent date as of which information is given in
the prospectus included in the Registration Statement, there has
not been any material adverse change in the business, property or
financial condition of Entergy and its subsidiaries considered as
a whole.
(h) You shall have received duly executed counterparts
of (i) the Assignment of Availability Agreement, (ii) the
Supplementary Capital Funds Agreement and (iii) the Supplemental
Indenture.
(i) At the Closing Date, you shall have received from
the Accountants a letter, dated the Closing Date, confirming, as
of a date not more than five days prior to the Closing Date, the
statements contained in the letter delivered pursuant to Section
7(f) hereof.
(j) Between the date hereof and the Closing Date, a
Default (or an event which, with the giving of notice or the
passage of time or both, would constitute a Default) under the
Mortgage shall not have occurred.
(k) Between the date hereof and the Closing Date, no
other event shall have occurred with respect to or otherwise
affecting the Company, or the Entergy System as a whole as it
affects the Company, which in your reasonable opinion materially
impairs the investment quality of the Bonds.
(l) Between the date hereof and the Closing Date
neither Moody's Investors Service, Inc. nor Standard & Poor's
Corporation shall have lowered its rating of the Company's
outstanding First Mortgage Bonds in any respect.
(m) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and substance
to Counsel for the Underwriter.
The Company will furnish you with such conformed copies
of such opinions, certificates, letters and documents as may be
reasonably requested.
If any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by you upon notice thereof to the Company. Any such
termination shall be without liability of any party to the other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule 424
prior to 5:30 P.M., New York time, on the second business day
following the date of this Underwriting Agreement, or such other
time and date as may be agreed upon by the Company and you.
(b) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date, and no proceedings for that purpose shall be
pending before, or threatened by, the Commission on the Closing
Date.
(c) At the Closing Date there shall be in full force
and effect an order of the Commission under the Holding Company
Act authorizing the issuance and sale of the Bonds on the terms
set forth in or contemplated by this Underwriting Agreement, the
Supplemental Indenture and the Prospectus.
In case any of the conditions specified in this Section
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to you. Any such
termination shall be without liability of any party to the other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 9.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless you and each person who controls you within the meaning
of Section 15 of the Securities Act from and against any and all
losses, claims, damages or liabilities, joint or several, to
which you or any or all of them may become subject under the
Securities Act or any other statute or common law and shall
reimburse you and any such controlling person for any legal or
other expenses (including to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or
in connection with defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, as
amended or supplemented, or the omission or alleged omission to
state therein a material fact necessary to make the statements
therein not misleading, or upon an untrue statement or alleged
untrue statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424), or in the Prospectus, as amended or supplemented, or
the omission or alleged omission to state therein 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; provided, however, that the indemnity
agreement contained in this paragraph shall not apply to any such
losses, claims, damages, liabilities, expenses or actions arising
out of, or based upon, any such untrue statement or alleged
untrue statement, or any such omission or alleged omission, if
such statement or omission was made in reliance upon and in
conformity with information furnished herein or in writing to the
Company by you specifically for use in connection with the
preparation of the Registration Statement, the Basic Prospectus
(if used prior to the date the Prospectus is filed with, or
transmitted for filing to, the Commission pursuant to Rule 424)
or the Prospectus or any amendment or supplement to any thereof
or arising out of, or based upon, statements in or omissions from
that part of the Registration Statement which constitutes the
statements of eligibility under the Trust Indenture Act of the
Trustees; and provided further, that the indemnity agreement
contained in this subsection shall not inure to your benefit or
to the benefit of any person controlling you on account of any
such losses, claims, damages, liabilities, expenses or actions
arising from the sale of the Bonds to any person in respect of
any Basic Prospectus or the Prospectus, as supplemented or
amended (excluding in both cases, however, any document then
incorporated or deemed incorporated by reference therein),
furnished by you to a person to whom any of the Bonds were sold,
insofar as such indemnity relates to any untrue or misleading
statement or omission made in the Basic Prospectus or the
Prospectus but eliminated or remedied prior to the consummation
of such sale in the Prospectus, or any amendment or supplement
thereto, respectively, unless a copy of the Prospectus (in the
case of such a statement or omission made in the Basic
Prospectus) or such amendment or supplement (in the case of such
a statement or omission made in the Prospectus) (excluding,
however, any amendment or supplement to the Basic Prospectus
relating to any First Mortgage Bonds other than the Bonds and any
document then incorporated or deemed incorporated by reference in
the Prospectus or such amendment or supplement) is furnished by
you to such person (i) with or prior to the written confirmation
of the sale involved or (ii) as soon as available after such
written confirmation.
(b) You shall indemnify, defend and hold harmless the
Company, its directors and officers and each person who controls
the foregoing within the meaning of Section 15 of the Securities
Act, from and 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 or any other statute or
common law and shall reimburse each of them for any legal or
other expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or
in connection with defending any action, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, as
amended or supplemented, or the omission or alleged omission to
state therein a material fact necessary to make the statements
therein not misleading, or upon an untrue statement or alleged
untrue statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424) or in the Prospectus, as amended or supplemented, or
the omission or alleged omission to state therein 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, in each case, if, but only if, such
statement or omission was made in reliance upon and in conformity
with information furnished herein or in writing to the Company by
you specifically for use in connection with the preparation of
the Registration Statement, the Basic Prospectus (if used prior
to the date the Prospectus is filed with the Commission pursuant
to Rule 424) or the Prospectus, or any amendment or supplement
thereto.
(c) In case any action shall be brought, based upon
the Registration Statement, the Basic Prospectus or the
Prospectus (including amendments or supplements thereto), against
any party in respect of which indemnity may be sought pursuant to
any of the preceding paragraphs, such party (hereinafter called
the indemnified party) shall promptly notify the party or parties
against whom indemnity shall be sought hereunder (hereinafter
called the indemnifying party) in writing, and the indemnifying
party shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction with
any other indemnifying party) the defense thereof, including the
employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses. If the
indemnifying party shall elect not to assume the defense of any
such action, the indemnifying party shall reimburse the
indemnified party for the reasonable fees and expenses of any
counsel retained by such indemnified party. Such indemnified
party shall have the right to employ separate counsel in any such
action in which the defense has been assumed by the indemnifying
party and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has been
specifically authorized by the indemnifying party or (ii) the
named parties to any such action (including any impleaded
parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment),
which firm (or firms), in the case of you being the indemnified
party, shall be designated in writing by you). The indemnified
party shall be reimbursed for all such fees and expenses as they
are incurred. The indemnifying party shall not be liable for any
settlement of any such action effected without its consent, but
if any such action is settled with the consent of the
indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment. An indemnifying party shall not, without the prior
written consent of the indemnified party, effect any settlement
of any pending or threatened litigation, proceeding or claim in
respect of which indemnity has been properly sought by any
indemnified party or by any person controlling any indemnified
party hereunder, unless such settlement includes an unconditional
release of such indemnified party or such person controlling any
indemnified party from all liability with respect to claims which
are the subject matter of such litigation, proceeding or claim.
(d) If the indemnification provided for under
subsections (a), (b) or (c) in this Section 9 is unavailable to
an indemnified party in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and you from the offering of the Bonds or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one
hand and of you on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on
the one hand and you on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (after
deducting underwriting discounts and commissions but before
deducting expenses) to the Company bear to the total underwriting
discounts and commissions received by you, in each case as set
forth in the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and of you on the
other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the Company or you and such
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 9(d), you
shall not be required to contribute any amount in excess of the
amount by which the total price at which the Bonds underwritten
by you and distributed to the public were offered to the public
exceeds the amount of any damages which you have otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9, and the
representations and warranties and other agreements of the
Company, contained in this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of you, the Company or its
directors or officers, or the other persons referred to in
Section 9 hereof and (ii) acceptance of and payment for the Bonds
and (b) the indemnity and contribution agreements contained in
Section 9 shall remain operative and in full force and effect
regardless of any termination of this Underwriting Agreement.
SECTION 11. Termination. This Underwriting Agreement
may be terminated at any time prior to the Closing Date by
written notice from you if, prior to that time, (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 New York Stock Exchange, the Commission or other
governmental authority, (iii) a general banking moratorium shall
have been declared by Federal or New York State authorities, or
(iv) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect
of which on the financial markets of the United States is such as
to make it, in your reasonable judgment, impracticable to market
the Bonds. Any termination hereof, pursuant to this Section 11,
shall be without liability of either party to the other party,
except as otherwise provided in paragraph (g) of Section 6 and in
Section 10.
SECTION 12. Miscellaneous. THIS UNDERWRITING AGREEMENT
SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND INTERPRETATION
SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This
Underwriting Agreement shall become effective when a fully
executed copy thereof is delivered to the Company and you. This
Underwriting Agreement may be executed in any number of separate
counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, taken
together, shall constitute but one and the same agreement. This
Underwriting Agreement shall inure to the benefit of each of the
Company, you and, with respect to the provisions of Section 9,
each director, officer and controlling person referred to in
Section 9, and their respective successors. Should any part of
this Underwriting Agreement for any reason be declared invalid,
such declaration shall not affect the validity of any remaining
portion, which remaining portion shall remain in full force and
effect as if this Underwriting Agreement had been executed with
the invalid portion thereof eliminated. Nothing herein is
intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim
under or in respect of any provision in this Underwriting
Agreement. The term "successor" as used in this Underwriting
Agreement shall not include any purchaser, as such purchaser, of
any Bonds from you.
SECTION 13. Notices. All communications hereunder
shall be in writing and, if to you, shall be mailed or delivered
to you at the address set forth at the beginning of this
Underwriting Agreement (to the attention of the General Counsel)
or, if to the Company, shall be mailed or delivered to it at 1340
Echelon Parkway, Jackson, Mississippi 39213, Attention:
Secretary.
<PAGE>
Very truly yours,
SYSTEM ENERGY RESOURCES, INC.
By: /s/ Gerald D. McInvale
Name: Gerald D. McInvale
Title: Senior Vice President
and Chief Financial Officer
By: /s/ Bonnie Wilkinson
Attorney-in-fact
Accepted as of the date first above written:
SALOMON BROTHERS INC
By: /s/ Howard Hiller
Name: Howard Hiller
Title: Vice President
<PAGE>
EXHIBIT A
[Letterhead of Wise Carter Child & Caraway]
April , 1994
SALOMON BROTHERS INC
Seven World Trade Center, 30th Floor
New York, New York 10048
Ladies and Gentlemen:
We, together with Reid & Priest, of New York, New York,
have acted as counsel for System Energy Resources, Inc. (the
"Company") in connection with the issuance and sale by it
pursuant to the Underwriting Agreement, effective April , 1994
(the "Underwriting Agreement"), between the Company and you, of
$60,000,000 in aggregate principal amount of its First Mortgage
Bonds, % Series due April 1, ____ (the "Bonds"), issued
pursuant to the Company's Mortgage and Deed of Trust, dated as of
June 15, 1977, as amended and supplemented by all indentures
supplemental thereto, the latest such supplement being the
Nineteenth Supplemental Indenture, dated as of April 1, 1994, to
United States Trust Company of New York and Gerard F. Ganey
(successor to Malcolm J. Hood), as Trustees (the "Trustees") (the
Mortgage and Deed of Trust as so amended and supplemented being
hereinafter referred to as the "Mortgage"). This opinion is
rendered to you at the request of the Company.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Amended and Restated Articles of
Incorporation and By-Laws, as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statement and
Prospectus (such terms having the same meaning herein as in the
Underwriting Agreement) filed under the Securities Act of 1933,
as amended (the "Act"); (e) the Availability Agreement dated as
of June 21, 1974, as amended (the "Availability Agreement"),
between the Company, Arkansas Power & Light Company ("AP&L"),
Louisiana Power & Light Company ("LP&L"), Mississippi Power &
Light Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI"); (f) the Twenty-ninth Assignment of Availability
Agreement, Consent and Agreement, dated as of April __, 1994
(hereinafter referred to as the "Assignment of Availability
Agreement") among the Company, the Trustees, AP&L, LP&L, MP&L and
NOPSI; (g) the Capital Funds Agreement dated as of June 21, 1974,
as amended (the "Capital Funds Agreement"), between the Company
and Entergy Corporation ("Entergy"); (h) the Twenty-ninth
Supplementary Capital Funds Agreement and Assignment, dated as of
April __, 1994 (hereinafter referred to as the "Supplementary
Capital Funds Agreement") among the Company, the Trustees and
Entergy; (i) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement and (j)
the proceedings before the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), relating to the issuance
and sale of the Bonds by the Company and the execution and
delivery by the Company of the Mortgage, the Underwriting
Agreement, the Availability Agreement, the Assignment of
Availability Agreement, the Capital Funds Agreement and the
Supplementary Capital Funds Agreement. We have also examined or
caused to be examined such other documents and have satisfied
ourselves as to such other matters as we have deemed necessary in
order to render this opinion. We have not examined the Bonds,
except a specimen thereof, and we have relied upon a certificate
of the United States Trust Company of New York as to the
execution and authentication thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of Arkansas, has due corporate power and authority to conduct the
business which it is described as conducting in the Prospectus
and to own and operate the properties owned and operated by it in
such business and is duly qualified to conduct such business in
the States of Arkansas and Mississippi.
(2) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the Company, has
been duly and validly executed and delivered by the Company, is a
legal, valid and binding instrument enforceable against the
Company in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or other similar laws affecting the enforcement of
mortgagees' and other creditors' rights and general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and has been
duly qualified under the Trust Indenture Act of 1939, as amended
("TIA"), and no proceedings to suspend such qualification have
been instituted or, to our knowledge, threatened by the
Commission.
(3) The statements made in the Prospectus under the
captions "Description of the New Bonds," insofar as they purport
to constitute summaries of the documents referred to therein,
constitute accurate summaries of the terms of such documents in
all material respects.
(4) The Bonds have been duly and validly authorized by
all necessary corporate action, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting the enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at
law), and are entitled to the benefit of the security afforded by
the Mortgage.
(5) The Availability Agreement, the Assignment of
Availability Agreement, the Capital Funds Agreement and the
Supplementary Capital Funds Agreement have been duly authorized,
executed and delivered by the Company and constitute legal, valid
and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or other similar laws affecting the
enforcement of mortgagees' and other creditors' rights and
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law). The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(6) The issuance and sale by the Company of the Bonds,
the execution, delivery and performance by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement and the
consummation of the transactions contemplated thereby (a) will
not violate any provision of the Company's Amended and Restated
Articles of Incorporation or By-laws, as amended, (b) will not
violate or conflict with any provision of, or constitute a
default under, or result in the creation or imposition of any
lien, charge or encumbrance on or security interest in (other
than as contemplated by the Mortgage, the Assignment of
Availability Agreement and the Supplementary Capital Funds
Agreement) any of the assets of the Company pursuant to the
provisions of, any mortgage, indenture, contract, agreement or
other undertaking known to us (having made due inquiry with
respect thereto) to which the Company is a party or which
purports to be binding upon the Company or upon any of its
respective assets, and (c) will not violate any provision of any
law or regulation applicable to the Company or, to the best of
our knowledge (having made due inquiry with respect thereto), any
provision of any order, writ, judgment or decree of any
governmental instrumentality applicable to the Company (except
that various approvals, authorizations, orders, licenses,
permits, franchises and consents of, and registrations,
declarations and filings with, governmental authorities may be
required to be obtained or made, as the case may be (1) in
connection or compliance with the provisions of the securities or
blue-sky laws of any jurisdiction, (2) in connection with the
construction, acquisition, ownership, operation and maintenance
of the Grand Gulf Nuclear Electric Generating Station and (3) as
set forth in the exceptions to the opinions set forth in
paragraph (8) below).
(7) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the Registration
Statement, at the time of its effectiveness, and the Prospectus,
at the time it was filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 under the Act complied as to form
in all material respects with the applicable requirements of the
Act and (except with respect to the parts of the Registration
Statement that constitute the statements of eligibility of the
Trustees under the Mortgage, upon which we do not pass) the TIA
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date first filed with the Commission complied as
to form in all material respects with the applicable provisions
of the Exchange Act, and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; the Registration Statement has become and on the date
hereof is effective under the Act, and, to the best of our
knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose are pending or threatened under Section 8(d) of the
Act.
(8) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the issuance and sale
of the Bonds and the execution, delivery and (except to the
extent indicated below) performance by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement; to the
best of our knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of any
governmental body (other than in connection or compliance with
the provisions of the securities or blue-sky laws of any
jurisdiction) is legally required to permit the issuance and sale
by the Company of the Bonds pursuant to the Underwriting
Agreement; and no further approval, authorization, consent or
other order of any governmental body is legally required to
permit the performance (other than that relating to the
construction, acquisition, ownership, operation and maintenance
of the Grand Gulf Nuclear Electric Generating Station) by the
Company of its obligations with respect to the Bonds or under the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement, except
(1) appropriate orders or the taking of other action by
governmental regulatory authorities having jurisdiction pursuant
to valid statutory enactments as to the issuance by the Company,
and the acquisition by Entergy, of any securities to be issued by
the Company to Entergy pursuant to the Capital Funds Agreement
and the Supplementary Capital Funds Agreement after the date
hereof, and as to the issuance by the Company of any securities
to others other than Entergy pursuant to the Capital Funds
Agreement and the Supplementary Capital Funds Agreement after the
date hereof and (2) with respect to the Availability Agreement
and the Assignment of Availability Agreement (other than each
respective Section 2.2.(b) thereof), in the event that the
Company shall determine to sell capacity and/or energy from any
generating unit pursuant to the terms of the Availability
Agreement or the Assignment of Availability Agreement,
appropriate orders, or the taking of other action, by
governmental regulatory authorities having jurisdiction pursuant
to valid statutory enactments as to the specific terms and
provisions under which such capacity and/or energy shall be made
available.
(9) The Company has good and sufficient title to the
properties described as owned by it in and as subject to the lien
of the Mortgage (except properties released under the terms of
the Mortgage), subject only to Excepted Encumbrances, as defined
in the Mortgage, and to minor defects and encumbrances
customarily found in properties of like size and character which
do not, in our opinion, materially impair the use of the property
affected thereby in the conduct of the business of the Company.
The description of such property set forth in the Mortgage is
adequate to constitute the Mortgage a lien thereon. The
recording of the Mortgage in the office of the Chancery Clerk of
Claiborne County, Mississippi, which recording has been duly
effected, and the filing of Uniform Commercial Code financing
statements covering the personal property and fixtures described
in the Mortgage as subject to the lien thereof in the offices of
the Secretary of State of the State of Mississippi and the
Chancery Clerk of Claiborne County, Mississippi, which filings
have been duly effected, and the filing of continuation
statements within six months prior to the expiration of each five
year period from the date of original filing with respect to such
financing statements, are the only recordings, filings,
rerecordings and refilings required by law in order to perfect
and maintain the lien of the Mortgage on any of the property
described therein as subject thereto; as a result of the
recording and filings referred to above, the Mortgage creates as
security for the Bonds (i) a valid, first lien on all real
property and interests in real property and the improvements
thereon specifically described in the granting clauses of the
Mortgage (and not excepted from the lien of the Mortgage by the
provisions thereof or released under the terms of the Mortgage)
and (ii) a first perfected security interest in all personal
property, interests in personal property and fixtures
specifically described in the granting clauses of the Mortgage
(and not excepted from the lien of the Mortgage by the provisions
thereof or released under the terms of the Mortgage), in each
case subject to no liens, charges or encumbrances, other than
minor defects of the character aforesaid and Excepted
Encumbrances, subject, however, to liens, defects and
encumbrances, if any, existing or placed thereon at the time of
acquisition thereof by the Company; and the provisions of the
Mortgage are effective to extend the lien thereof to all
properties and interests in properties which the Company may
acquire after the date of the Mortgage, which are of the type
referred to in the Mortgage as intended to be mortgaged thereby
when acquired, and the lien of the Mortgage will extend to all
such properties and interests in properties and will constitute a
valid first lien on all such real property and interests therein
and a first perfected security interest in all such personal
property and interests therein (subject, however, to Excepted
Encumbrances, and to liens, defects and encumbrances, if any,
existing or placed thereon at the time of acquisition thereof by
the Company and except as limited by bankruptcy law) without the
execution and delivery of any supplemental indenture or other
instrument specifically extending the lien to such real property
or interests therein or the taking of any other action
specifically extending the lien of the Mortgage to such personal
property or interests therein, other than the filing of the
continuation statements within six months prior to the expiration
of each five year period from the date of original filing with
respect to the financing statements as described above.
(10) The filing of Uniform Commercial Code financing
statements in the offices of the Secretary of State of the State
of Mississippi and the Chancery Clerk of the First Judicial
District of Hinds County, Mississippi, and the filing of
continuation statements within six months prior to the expiration
of each five year period from the date of original filing with
respect to such financing statements, are the only recordings,
filings, rerecordings or refilings in the State of Mississippi
required by law in order to perfect and maintain in favor of the
Trustees (a) the security interest created by the Supplementary
Capital Funds Agreement in the Company's right, title and
interest in and to the Company's rights to receive moneys
described in clause (x) of Section 5.1 thereof and the Collateral
described in Section 5.1 thereof or (b) the security interest
created by the Assignment of Availability Agreement in the
Company's right, title and interest in and to the Collateral
described in Section 1.1 thereof;
(11) (a) The Supplementary Capital Funds Agreement
creates in favor of the Trustees a perfected security interest in
the Company's right, title and interest in and to the Company's
rights to receive the moneys described in clause (x) of Section
5.1 thereof; the Supplementary Capital Funds Agreement creates in
favor of the Trustees a perfected security interest in the
Company's right, title and interest in and to the Collateral
described in Section 5.1 thereof pari passu with the security
interest of each Additional Assignee under an Additional
Supplementary Agreement (as such terms are defined in the
Supplementary Capital Funds Agreement) in such Collateral; and
(b) the Assignment of Availability Agreement creates in favor of
the Trustees a perfected security interest in the Company's
right, title and interest in and to the Collateral described in
Section 1.1 thereof pari passu with the security interest of each
Additional Assignee under an Additional Assignment (as such terms
are defined in the Assignment of Availability Agreement) in such
Collateral.
(12) No legal or governmental proceedings to which the
Company is a party, or of which its property is the subject, that
are of a character required to be disclosed in the Registration
Statement and the Prospectus and which are not disclosed and
properly described therein as required are pending or, to our
knowledge, threatened; and we do not know of any contracts or
other documents of the Company of a character required to be
filed as exhibits to the Registration Statement which are not so
filed, or any contracts or other documents of the Company of a
character required to be disclosed in the Registration Statement
which are not disclosed and properly described therein as
required; the descriptions in the Registration Statement and
Prospectus of statutes, legal and government proceedings and
contracts and other documents are accurate and fairly present the
information required to be shown. Except as disclosed in the
Prospectus, there is no action, suit, proceeding or investigation
pending against or affecting the Company or any of its assets the
result of which would, in our opinion, have a materially adverse
effect on the issuance and sale of the Bonds in accordance with
the Underwriting Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made by the Company and
information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph 3 above. In connection with
the Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with other counsel for the Company, and with the
independent certified public accountants of the Company who
examined certain of the financial statements incorporated by
reference in the Registration Statement. Our examination of the
Registration Statement and the Prospectus and our discussions did
not disclose to us any information which gives us reason to
believe that the Registration Statement, at the time the
Company's most recent Annual Report on Form 10-K was filed with
the Commission under the Exchange Act, 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 not misleading or that the Prospectus, at the time first
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424 under the Act and at the date hereof, contained or
contains an untrue statement of a material fact or omitted or
omits 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. We do not express any opinion or
belief as to the financial statements or other financial or
statistical data included or incorporated by reference in the
Registration Statement or the Prospectus or as to the statements
contained in the Form T-1 and Form T-2 filed as exhibits to the
Registration Statement.
With respect to the opinions set forth in paragraphs 2
and 4 above, we call your attention to the fact that the
provisions of the Atomic Energy Act of 1954, as amended, and
regulations promulgated thereunder impose certain licensing and
other requirements upon persons (such as the Trustees under the
Mortgage or other purchasers pursuant to the remedial provisions
of the Mortgage) who seek to acquire, possess or use nuclear
production facilities.
As to matters set forth in paragraphs 9 and 10 above
and with respect to the maintaining of the security interests
created by the Supplementary Capital Funds Agreement and the
Assignment of Availability Agreement referred to in paragraph 11
above, we have assumed that there will be no change in the
identity of the Company or in the place(s) of business or the
chief executive office of the Company.
We have examined the portions of the information
contained in the Registration Statement which are stated therein
to have been made on our authority, and we believe such
information to be correct. We are members of the Mississippi Bar
and do not hold ourselves out as experts on the laws of any other
state. We have examined the opinions of even date herewith
rendered to you by Reid & Priest and Winthrop, Stimson, Putnam &
Roberts, and we concur in the conclusions expressed therein
insofar as they involve questions of Mississippi law. As to all
matters of Arkansas and New York law, we have relied, in the case
of Arkansas law, upon the opinion of even date herewith addressed
to us of Friday, Eldredge & Clark of Little Rock, Arkansas, and,
in the case of New York law, upon the opinion of even date
herewith addressed to you of Reid & Priest.
The opinion set forth above is solely for the benefit
of the addressee hereof in connection with the Underwriting
Agreement and the transactions contemplated thereunder and may
not be relied upon in any manner by any other person or for any
other purpose without our prior written consent, except that Reid
& Priest and Winthrop, Stimson, Putnam & Roberts may rely on this
opinion as to all matters of Mississippi law in rendering their
opinions required to be delivered under the Underwriting
Agreement.
Very truly yours,
WISE CARTER CHILD & CARAWAY
Professional Association
By:
<PAGE>
EXHIBIT B
[Letterhead of Reid & Priest]
April , 1994
SALOMON BROTHERS INC
Seven World Trade Center, 30th Floor
New York, New York 10048
Ladies and Gentlemen:
We, together with Wise Carter Child & Caraway,
Professional Association, of Jackson, Mississippi, have acted as
counsel for System Energy Resources, Inc. (the "Company") in
connection with the issuance and sale by it pursuant to the
Underwriting Agreement, effective April , 1994 (the
"Underwriting Agreement"), between the Company and you, of
$60,000,000 in aggregate principal amount of its First Mortgage
Bonds, % Series due April 1, ____ (the "Bonds"), issued
pursuant to the Company's Mortgage and Deed of Trust, dated as of
June 15, 1977, as amended and supplemented, the latest such
supplement being the Nineteenth Supplemental Indenture, dated as
of April 1, 1994, to United States Trust Company of New York and
Gerard F. Ganey (successor to Malcolm J. Hood), as trustees (the
"Trustees") (the Mortgage and Deed of Trust as so amended and
supplemented being hereinafter referred to as the "Mortgage"). We
have also acted as counsel to Entergy Corporation ("Entergy") in
connection with the participation by Entergy in certain
transactions related to the issuance and sale of the Bonds by the
Company. This opinion is rendered to you at the request of the
Company.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Amended and Restated Articles
of Incorporation and By-Laws, each as amended, and Entergy's
Certificate of Incorporation and By-Laws, each as amended;
(b) the Underwriting Agreement; (c) the Mortgage; (d) the
Registration Statement and Prospectus (such terms having the same
meaning herein as in the Underwriting Agreement) filed under the
Securities Act of 1933, as amended (the "Act"); (e) the
Availability Agreement dated as of June 21, 1974, as amended (the
"Availability Agreement"), between the Company, Arkansas Power &
Light Company ("AP&L"), Louisiana Power & Light Company ("LP&L"),
Mississippi Power & Light Company ("MP&L") and New Orleans Public
Service Inc. ("NOPSI"); (f) the Twenty-ninth Assignment of
Availability Agreement, Consent and Agreement, dated as of April
__, 1994 (hereinafter referred to as the "Assignment of
Availability Agreement"), among the Company, the Trustees, AP&L,
LP&L, MP&L and NOPSI; (g) the Capital Funds Agreement dated as of
June 21, 1974, as amended (the "Capital Funds Agreement"),
between the Company and Entergy; (h) the Twenty-ninth
Supplementary Capital Funds Agreement and Assignment, dated as of
April __, 1994 (hereinafter referred to as the "Supplementary
Capital Funds Agreement") among the Company, the Trustees and
Entergy; (i) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company, the execution and delivery by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement and the
execution and delivery by Entergy of the Capital Funds Agreement
and the Supplementary Capital Funds Agreement; and (j) the
proceedings before the Securities and Exchange Commission (the
"Commission") under the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"), relating to the issuance and
sale of the Bonds by the Company, the execution and delivery by
the Company of the Mortgage, the Underwriting Agreement, the
Availability Agreement, the Assignment of Availability Agreement,
the Capital Funds Agreement and the Supplementary Capital Funds
Agreement and the execution and delivery by Entergy of the
Capital Funds Agreement and the Supplementary Capital Funds
Agreement. We have also examined or caused to be examined such
other documents and have satisfied ourselves as to such other
matters as we have deemed necessary in order to render this
opinion. We have not examined the Bonds, except a specimen
thereof, and we have relied upon a certificate of the United
States Trust Company of New York under the Mortgage as to the
execution and authentication thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, is a legal, valid and binding instrument
enforceable against the Company in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting enforcement of mortgagees' and other creditors' rights,
and has been duly qualified under the Trust Indenture Act of
1939, as amended ("TIA"), and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Commission.
(2) The statements made in the Prospectus under the
captions "Description of the New Bonds," insofar as they purport
to constitute summaries of the documents referred to therein,
constitute accurate summaries of the terms of such documents in
all material respects.
(3) The Bonds have been duly and validly authorized by
all necessary corporate action, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting the enforcement of mortgagees' and other creditors'
rights and general equitable principles (regardless of whether
such enforceability is considered in a proceeding in equity or at
law), and are entitled to the benefit of the security afforded by
the Mortgage.
(4) The Availability Agreement, the Assignment of
Availability Agreement, the Capital Funds Agreement and the
Supplementary Capital Funds Agreement have been duly authorized,
executed and delivered by the Company and constitute legal, valid
and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or other similar laws affecting the
enforcement of mortgagees' and other creditors' rights and
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law). The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(5) The Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of Arkansas, has due corporate power and authority to conduct the
business which it is described as conducting in the Prospectus
and to own and operate the properties owned and operated by it in
such business and is duly qualified to conduct such business in
the States of Arkansas and Mississippi.
(6) Entergy is a duly organized and validly existing
corporation in good standing under the laws of the State of
Delaware and has the corporate power and authority to conduct its
business and to own and operate the properties owned and operated
by it in such business.
(7) The Capital Funds Agreement and the Supplementary
Capital Funds Agreement have been duly authorized, executed and
delivered by Entergy and constitute legal, valid and binding
obligations of Entergy enforceable in accordance with their
respective terms, except as limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or other
similar laws affecting enforcement of mortgagees' and other
creditors' rights and general equitable principles (regardless of
whether such enforceability is considered in a proceeding in
equity or at law).
(8) The issuance and sale by the Company of the Bonds,
the execution, delivery and performance by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement, the
execution, delivery and performance by Entergy of the Capital
Funds Agreement and the Supplementary Capital Funds Agreement,
and the consummation of the transactions contemplated thereby (a)
will not violate or conflict with any provision of the Company's
Amended and Restated Articles of Incorporation or By-laws, each
as amended, or Entergy's Certificate of Incorporation or By-laws,
as amended, and (b) will not violate any provision of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance on or security
interest in (other than as contemplated by the Mortgage, the
Assignment of Availability Agreement and the Supplementary
Capital Funds Agreement) any of the assets of the Company or
Entergy pursuant to the provisions of, any mortgage, indenture,
contract, agreement or other undertaking known to us (having made
due inquiry with respect thereto) to which the Company or Entergy
is a part or which purports to be binding upon the Company or
Entergy or upon any of their respective assets, and (c) will not
violate any provision of any law or regulation applicable to the
Company or Entergy or, to the best of our knowledge (having made
due inquiry with respect thereto), any provision of any order,
writ, judgment or decree of any governmental instrumentality
applicable to the Company (except that various approvals,
authorizations, orders, licenses, permits, franchises and
consents of, and registrations, declarations and filings with,
governmental authorities may be required to be obtained or made,
as the case may be (1) in connection or compliance with the
provisions of the securities or blue-sky laws of any
jurisdiction, (2) in connection with the construction,
acquisition, ownership, operation and maintenance of the Grand
Gulf Nuclear Electric Generating Station and (3) as set forth in
the exceptions to the opinions set forth in paragraph 10 below).
(9) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the Registration
Statement, at the time of its effectiveness, and the Prospectus,
at the time it was filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 under the Act complied as to form
in all material respects with the applicable requirements of the
Act and (except with respect to the parts of the Registration
Statement that constitute the statements of eligibility of the
Trustees under the Mortgage, upon which we do not pass) the TIA
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3, such documents or portions
thereof, on the date first filed with the Commission, complied as
to form in all material respects with the applicable provisions
of the Exchange Act, and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; the Registration Statement has become and is on the
date hereof effective under the Act and, to the best of our
knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose are pending or threatened under Section 8(d) of said
Act.
(10) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the issuance and sale
of the Bonds, the execution, delivery and (except to the extent
indicated below) performance by the Company of the Mortgage, the
Underwriting Agreement, the Availability Agreement, the
Assignment of Availability Agreement, the Capital Funds Agreement
and the Supplementary Capital Funds Agreement and the execution,
delivery and (except to the extent indicated below) performance
by Entergy of the Capital Funds Agreement and the Supplementary
Capital Funds Agreement; to the best of our knowledge, said order
is in full force and effect; no further approval, authorization,
consent or other order of any governmental body (other than in
connection or compliance with the provisions of the securities or
blue-sky laws of any jurisdiction) is legally required to permit
the issuance and sale by the Company of the Bonds pursuant to the
Underwriting Agreement; and no further approval, authorization,
consent or other order of any governmental body is legally
required to permit the performance (other than that relating to
the construction, acquisition, ownership, operation and
maintenance of the Grand Gulf Nuclear Electric Generating
Station) by the Company of its obligations with respect to the
Bonds or under the Mortgage, the Underwriting Agreement, the
Availability Agreement, the Assignment of Availability Agreement,
the Capital Funds Agreement and the Supplementary Capital Funds
Agreement or the performance by Entergy of its obligations under
the Capital Funds Agreement and the Supplementary Capital Funds
Agreement, except (1) appropriate orders or the taking of other
action by governmental regulatory authorities having jurisdiction
pursuant to valid statutory enactments as to the issuance by the
Company, and the acquisition by Entergy, of any securities to be
issued by the Company to Entergy pursuant to the Capital Funds
Agreement and the Supplementary Capital Funds Agreement after the
date hereof, and as to the issuance by the Company of any
securities to others other than Entergy pursuant to the Capital
Funds Agreement and the Supplementary Capital Funds Agreement
after the date hereof and (2) with respect to the Availability
Agreement and the Assignment of Availability Agreement (other
than each respective Section 2.2(b) thereof), in the event that
the Company shall determine to sell capacity and/or energy from
any generating unit pursuant to the terms of the Availability
Agreement or the Assignment of Availability Agreement,
appropriate orders, or the taking of other action, by
governmental regulatory authorities having jurisdiction pursuant
to valid statutory enactments as to the specific terms and
provisions under which such capacity and/or energy shall be made
available.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made by the Company and
information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph 2 above. In connection with
the Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with other counsel for the Company, and with the
independent certified public accountants of the Company who
examined certain of the financial statements incorporated by
reference in the Registration Statement. Our examination of the
Registration Statement and the Prospectus and our discussions did
not disclose to us any information which gives us reason to
believe that the Registration Statement, at the time the
Company's most recent Annual Report on Form 10-K was filed with
the Commission under the Exchange Act, 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 not misleading or that the Prospectus, at the time first
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424 under the Act and at the date hereof, contained or
contains an untrue statement of a material fact or omitted or
omits 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. We do not express any opinion or
belief as to the financial statements or other financial or
statistical data included or incorporated by reference in the
Registration Statement or the Prospectus or as to the statements
contained in the Form T-1 and Form T-2 filed as exhibits to the
Registration Statement.
We have examined the portions of the information
contained in the Registration Statement which are stated therein
to have been made on our authority, and we believe such
information to be correct. We are members of the New York Bar
and do not hold ourselves out as experts on the laws of any other
state. Accordingly, as to matters involving the laws of Arkansas
and Mississippi, we have relied upon the below-named opinions of
counsel to the extent that such opinions state an opinion with
regard to the matters covered by this opinion. As to matters of
Arkansas law relating to the Company, we have, with your consent,
relied upon an opinion of even date herewith addressed to us of
Messrs. Friday, Eldredge & Clark of Little Rock, Arkansas. As to
matters of Mississippi law related to the Company, we have, with
your consent, relied upon the opinion of even date herewith of
Wise Carter Child & Caraway, Professional Association, which has
been delivered to you pursuant to the Underwriting Agreement.
[Address Delaware law.]
We have not examined and are expressing no opinion as
to the title of the Company to its properties, the lien of the
Mortgage, the priority of the security interests intended to be
created by the Supplementary Capital Funds Agreement and the
Assignment of Availability Agreement, or the filing of any
document with respect to the Supplementary Capital Funds
Agreement, the Availability Agreement and the Assignment of
Availability Agreement.
With respect to the opinions set forth in paragraphs 1
and 3 above, we call your attention to the fact that the
provisions of the Atomic Energy Act of 1954, as amended, and
regulations promulgated thereunder impose certain licensing and
other requirements upon persons (such as the Trustees under the
Mortgage or other purchasers pursuant to the remedial provisions
of the Mortgage) who seek to acquire, possess or use nuclear
production facilities.
The opinion set forth above is solely for the benefit
of the addressee hereof in connection with the Underwriting
Agreement and the transactions contemplated thereunder and may
not be relied upon in any manner by any other person or for any
other purpose without our prior written consent, except that Wise
Carter Child & Caraway, Professional Association, may rely on
this opinion as to matters of New York law in rendering their
opinion related to System Energy required to be delivered under
the Underwriting Agreement.
Very truly yours,
REID & PRIEST
<PAGE>
EXHIBIT C
[Letterhead of Friday, Eldredge & Clark]
April , 1994
REID & PRIEST
40 West 57th Street
New York, New York 10019
WISE CARTER CHILD & CARAWAY,
Professional Association
Heritage Building
P.O. Box 651
Jackson, Mississippi 39205
Ladies and Gentlemen:
We have acted as Arkansas counsel for System Energy
Resources, Inc. (the "Company") in connection with the issuance
and sale by it, pursuant to the Underwriting Agreement, effective
April , 1994 (the "Underwriting Agreement") between the Company
and the underwriter named therein of $60,000,000 in aggregate
principal amount of its First Mortgage Bonds, % Series due
April 1, ____ (the "Bonds"), issued pursuant to the Company's
Mortgage and Deed of Trust, dated as of June 15, 1977, as amended
and supplemented, the latest such supplement being the Nineteenth
Supplemental Indenture, dated as of April 1, 1994, to United
States Trust Company of New York and Gerard F. Ganey (successor
to Malcolm J. Hood), trustees (the "Trustees") (the Mortgage and
Deed of Trust as so amended and supplemented being hereinafter
referred to as the "Mortgage").
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Amended and Restated Articles of
Incorporation and By-Laws, as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statement and
Prospectus (such terms having the same meaning herein as in the
Underwriting Agreement) filed under the Securities Act of 1933,
as amended (the "Act"); (e) the Availability Agreement dated as
of June 21, 1974, as amended (the "Availability Agreement"),
between the Company, Arkansas Power & Light Company ("AP&L"),
Louisiana Power & Light Company ("LP&L"), Mississippi Power &
Light Company ("MP&L") and New Orleans Public Service Inc.
("NOPSI"); (f) the Twenty-ninth Assignment of Availability
Agreement, Consent and Agreement, dated as of April __, 1994
(hereinafter referred to as the "Assignment of Availability
Agreement") among the Company, the Trustees, AP&L, LP&L, MP&L and
NOPSI; (g) the Capital Funds Agreement dated as of June 21, 1974,
as amended (the "Capital Funds Agreement"), between the Company
and Entergy Corporation ("Entergy"); (h) the Twenty-ninth
Supplementary Capital Funds Agreement and Assignment, dated as of
April __, 1994 (hereinafter referred to as the "Supplementary
Capital Funds Agreement") among the Company, the Trustees and
Entergy; and (i) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds and
the execution and delivery by the Company of the Mortgage, the
Underwriting Agreement, the Availability Agreement, the
Assignment of Availability Agreement, the Capital Funds Agreement
and the Supplementary Capital Funds Agreement. We have also
examined or caused to be examined such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to render this opinion. We have not examined
the Bonds, except a specimen thereof, and we have relied upon a
certificate of the United States Trust Company of New York as to
the execution and authentication thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of Arkansas and is duly qualified to conduct its business in such
State.
(2) The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered and is a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting enforcement of mortgagees' and other creditors' rights
and general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
(3) The Availability Agreement, the Assignment of
Availability Agreement, the Capital Funds Agreement and the
Supplementary Capital Funds Agreement have been duly authorized,
executed and delivered by the Company and constitute legal, valid
and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or other similar laws affecting the
enforcement of mortgagees' and other creditors' rights and
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law). The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(4) The Bonds have been duly and validly authorized by
all necessary corporate action, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting enforcement of mortgagees' and other creditors' rights,
and are entitled to the benefit of the security afforded by the
Mortgage.
(5) There is no recording or filing required under the
laws of the State of Arkansas in order to perfect and maintain in
favor of the Trustees (a) the security interest created by the
Supplementary Capital Funds Agreement in the Company's right,
title and interest in and to the Company's rights to receive
moneys described in clause (x) of Section 5.1 thereof and the
Collateral described in Section 5.1 thereof or (b) the security
interest created by the Assignment of Availability Agreement in
the Company's right, title and interest in and to the Collateral
described in Section 1.1 thereof.
(6) The issuance and sale by the Company of the Bonds,
the execution, delivery and performance by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement and the
consummation of the transactions contemplated thereby (a) will
not violate or conflict with any provision of the Company's
Articles of Incorporation or By-laws, each as amended, and (b)
will not violate or conflict with any provision of any law or
regulation of the State of Arkansas or any subdivision thereof
applicable to the Company or, to the best of our knowledge
(having made due inquiry with respect thereto), any provision of
any order, writ, judgment or decree of any governmental
instrumentality of the State of Arkansas or any subdivision
thereof applicable to the Company.
(7) No approval, authorization, order, license,
permit, franchise or consent of or registration, declaration or
filing with any Arkansas governmental authority is required in
connection with the issuance and sale of the Bonds or the
execution, delivery and performance by the Company of the
Mortgage, the Underwriting Agreement, the Availability Agreement,
the Assignment of Availability Agreement, the Capital Funds
Agreement and the Supplementary Capital Funds Agreement.
With respect to the opinions set forth in paragraphs 2
and 4 above, we call your attention to the fact that the
provisions of the Atomic Energy Act of 1954, as amended, and
regulations promulgated thereunder impose certain licensing and
other requirements upon persons (such as the Trustees under the
Mortgage or other purchasers pursuant to the remedial provisions
of the Mortgage) who seek to acquire, possess or use nuclear
production facilities.
Since we have acted herein only as Arkansas counsel for
the Company, the opinions set forth herein relate only to matters
governed by the laws of the State of Arkansas. You may rely upon
this opinion in rendering your respective opinions required to be
delivered under the Underwriting Agreement, and the underwriter
to whom your respective opinions are addressed may rely upon this
opinion in connection with the Underwriting Agreement and the
transactions contemplated thereunder as though it were addressed
and delivered to such underwriter. This opinion may not be
relied upon in any other manner by any other person or for any
other purpose without our prior written consent.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
<PAGE>
EXHIBIT D
[Letterhead of System Company Counsel]
April , 1994
SALOMON BROTHERS INC
Seven World Trade Center, 30th Floor
New York, New York 10048
Ladies and Gentlemen:
We are General Counsel for (the
"Company") and have acted in that capacity in connection with the
transactions contemplated by the Underwriting Agreement,
effective April , 1994 (the "Underwriting Agreement"), between
System Energy Resources, Inc. ("System Energy") and you, relating
to the issuance and sale by System Energy of $60,000,000 in
aggregate principal amount of its First Mortgage Bonds, %
Series due April 1, ____ (the "Bonds"). This opinion is rendered
to you at the request of the Company.
In our capacity as such counsel, we have either
participated in the preparation of or have reviewed (a) the
Availability Agreement dated as of June 21, 1974, as amended (the
"Availability Agreement"), among System Energy, the Company,
[insert names of other System operating companies]; (b) the
Twenty-ninth Assignment of Availability Agreement, Consent and
Agreement, dated as of April __, 1994 (hereinafter referred to as
the "Assignment of Availability Agreement") among System Energy,
the Trustees under System Energy's Mortgage and Deed of Trust
dated as of June 15, 1977, as supplemented, the Company and
[insert names of other system operating companies]; (c) the
records of various corporate proceedings relating to the
Company's participation in the Availability Agreement and the
Assignment of Availability Agreement; (d) the proceedings before
the Securities and Exchange Commission (the "Commission") under
the Public Utility Holding Company Act of 1935 ("1935 Act")
relating to the Company's participation in the Availability
Agreement and the Assignment of Availability Agreement; and (e)
the Registration Statement and Prospectus (such terms having the
same meaning herein as in the Underwriting Agreement). We have
also examined such other matters as we have deemed necessary in
order to render this opinion.
Subject to the foregoing, we are of the opinion that:
(1) The Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of and has the corporate power and authority to conduct
its business in the State(s) of and to
own and operate the properties owned and operated by it in such
business.
(2) The Availability Agreement and the Assignment of
Availability Agreement have been duly authorized, executed and
delivered by the Company and constitute legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms, except as limited by
applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or other similar laws affecting the enforcement of
mortgagees' and other creditors' rights and general equitable
principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(3) An appropriate order has been entered by the
Commission under the 1935 Act authorizing the Company's
participation in the Availability Agreement and the Assignment of
Availability Agreement; to the best of our knowledge, such order
is in full force and effect; and no further approval,
authorization, consent or other order of any governmental body is
legally required to permit the execution, delivery and
performance by the Company of the Availability Agreement and the
Assignment of Availability Agreement, except (other than with
respect to Section 2.2(b) of the Assignment of Availability
Agreement), in the event that System Energy shall determine to
sell capacity and/or energy from any generating unit under the
terms of the Availability Agreement or the Assignment of
Availability Agreement, appropriate orders, or the taking of
other action, by governmental regulatory authorities having
jurisdiction pursuant to valid statutory enactments as to the
specific terms and provisions under which capacity and/or energy
shall be made available.
(4) The execution, delivery and performance by the
Company of the Availability Agreement and the Assignment of
Availability Agreement and the consummation of the transactions
contemplated thereby (a) will not violate any provision of the
Company's Restated Articles of Incorporation or By-laws, each as
amended, (b) will not violate or conflict with any provision of,
or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance on or security
interest in any of the assets of the Company pursuant to the
provisions of, any mortgage, indenture, contract, agreement or
other undertaking known to us (having made due inquiry with
respect thereto) to which the Company is a party or which
purports to be binding upon the Company or upon any of its
assets, and (c) will not violate any provision of any law or
regulation applicable to the Company or, to the best of our
knowledge (having made due inquiry with respect thereto), any
provision of any order, writ, judgment or decree of any
governmental instrumentality applicable to the Company (except as
set forth in the exceptions to the opinions set forth in
paragraph (3) above).
We have examined the portions of the information
contained or incorporated by reference in the Registration
Statement which are stated therein to have been made on our
authority, and we believe such information to be correct.
The opinion set forth above is solely for the benefit
of the addressee hereof in connection with the Underwriting
Agreement and the transactions contemplated thereunder and may
not be relied upon in any manner by any other person or for any
other purpose without our prior written consent.
Very truly yours,
<PAGE>
EXHIBIT E
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
April __, 1994
SALOMON BROTHERS INC
Seven World Trade Center, 30th Floor
New York, New York 10048
Re: System Energy Resources, Inc.
$60,000,000 Principal Amount of
First Mortgage Bonds, % Series
due April 1, ____
Ladies and Gentlemen:
We have acted as counsel for you as the underwriter of
$60,000,000 in aggregate principal amount of the above-referenced
bonds (the "Bonds"), issued by System Energy Resources, Inc. (the
"Company") under the Company's Mortgage and Deed of Trust, dated
as of June 15, 1977, as heretofore amended and supplemented by
all indentures amendatory thereof and supplemental thereto,
including the Nineteenth Supplemental Indenture dated as of April
1, 1994 (said Mortgage and Deed of Trust as so amended and
supplemented being hereinafter referred to as the "Mortgage"),
pursuant to the agreement between you and the Company effective
April , 1994 (the "Underwriting Agreement").
We are members of the Bar of the State of New York and,
for purposes of this opinion, do not hold ourselves out as
experts on the laws of any jurisdiction other than the State of
New York and the United States of America. We have, with your
consent, relied upon opinions of even date herewith addressed to
you (or upon which it is stated that you may rely) of (i) Friday,
Eldredge & Clark, (ii) Wise Carter Child & Caraway, Professional
Association, and (iii) Monroe & Lemann (A Professional
Corporation) as to all matters of Arkansas, Mississippi, and
Louisiana law, respectively, related to this opinion.
In our capacity as your counsel, we have examined such
documents and have satisfied ourselves as to such other matters
as we have deemed necessary in order to enable us to render this
opinion. As to various questions of fact material to this
opinion, we have relied upon representations of the Company and
statements in the Registration Statement hereinafter mentioned.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of the documents
submitted to us as certified or photostatic copies, and the
correctness of all statements of fact contained in all such
original or copied documents. We have not examined the Bonds
except a specimen thereof, and we have relied upon a certificate
of the United States Trust Company of New York as to the due
authentication and delivery of the Bonds. We have not examined
into, and are expressing no opinion or belief as to matters
relating to, titles to property, franchises or the nature and
extent of the lien of the Mortgage. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to
such terms in the Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Company is a duly organized and validly
existing corporation in good standing under the laws of the State
of Arkansas.
(2) The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, is a valid and binding instrument
enforceable against the Company in accordance with its terms,
except as limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and is duly
qualified under the Trust Indenture Act of 1939, as amended (the
"TIA"), and no proceedings to suspend such qualification have
been instituted or, to our knowledge, threatened by the
Securities and Exchange Commission (the "Commission").
(3) The statements made in the Prospectus under the
captions "Description of the New Bonds," insofar as they purport
to constitute summaries of the documents referred to therein,
constitute accurate summaries of the terms of such documents in
all material respects.
(4) The Bonds have been duly and validly authorized by
all necessary corporate action, and are legal, valid and binding
obligations of the Company enforceable in accordance with their
terms, except as limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or other similar laws
affecting enforcement of mortgagees' and other creditors' rights
and general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
(5) The Underwriting Agreement and the Twenty-ninth
Assignment of Availability Agreement, Consent and Agreement and
the Twenty-ninth Supplementary Capital Funds Agreement and
Assignment referred to in paragraph 7(g) of the Underwriting
Agreement, have been duly authorized, executed and delivered by
the parties thereto.
(6) An appropriate order has been entered by the
Commission under the Public Utility Holding Company Act of 1935
granting the application, as amended, with respect to the Bonds
and to the best of our knowledge such order is in full force and
effect.
(7) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the Registration
Statement, at the time of its effectiveness, and the Prospectus,
at the time it was filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended (the "Securities Act"), complied as to form in all
material respects with the applicable requirements of the
Securities Act and (except with respect to the parts of the
Registration Statement that constitute the statements of
eligibility of the Trustees under the Mortgage, upon which we do
not pass) the TIA and the applicable instructions, rules and
regulations of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions thereof
filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3, such
documents or portions thereof, on the date first filed with the
Commission, complied as to form in all material respects with the
applicable provisions of the Exchange Act, and the applicable
instructions, rules and regulations of the Commission thereunder
or pursuant to said instructions, rules and regulations are
deemed to comply therewith; the Registration Statement has
become, and on the date hereof is, effective under the Securities
Act and, to the best of our knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose are pending or threatened
under Section 8 of the Act.
In passing upon the form of the Registration Statement
and the form of the Prospectus, we necessarily assume the
correctness, completeness and fairness of statements made by the
Company and the information included or incorporated by reference
in the Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) hereof. In the course of
the preparation by the Company of the Registration Statement and
the Prospectus, we had conferences with certain officers and
representatives of the Company and of its affiliates, with
counsel for the Company, with the independent certified public
accountants of the Company who examined the financial statements
incorporated by reference in the Registration Statement, and with
your representatives. Our examination of the Registration
Statement and the Prospectus, and our discussions in the above-
mentioned conferences, did not disclose to us any information
which gives us reason to believe that the Registration Statement,
at the time the Company's most recent Annual Report on Form 10-K
was filed with the Commission under the Exchange Act, 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 not misleading, or that the Prospectus, at
the time first filed with, or transmitted for filing to, the
Commission pursuant to Rule 424 under the Securities Act and at
the date hereof, contained or contains an untrue statement of a
material fact or omitted or omits 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.
We do not express any opinion or belief as to the financial
statements or other financial or statistical data included or
incorporated by reference in the Registration Statement or
Prospectus or as to the statements contained in the Form T-1 and
Form T-2 filed as exhibits to the Registration Statement.
With respect to the opinions set forth in paragraphs 2
and 3 above, we call your attention to the fact that the
provisions of the Atomic Energy Act of 1954, as amended, and
regulations promulgated thereunder impose certain licensing and
other requirements upon persons (such as the Trustees under the
Mortgage or other purchasers pursuant to the remedial provisions
of the Mortgage) who seek to acquire, possess or use nuclear
production facilities.
The opinion set forth above is solely for the benefit
of the addressee hereof in connection with the Underwriting
Agreement and the transactions contemplated thereunder and may
not be relied upon in any manner by any other person or for any
other purpose without our prior written consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT F
ITEMS PURSUANT TO SECTION 7(f)(iv) OF THE
UNDERWRITING AGREEMENT FOR INCLUSION IN THE
LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN
Caption Pages Items
FORM 10-K FOR THE
FISCAL YEAR ENDED
DECEMBER 31, 1993:
EARNINGS RATIOS OF 44 The unaudited ratios of earnings
SYSTEM OPERATING to fixed charges of the Company
COMPANIES AND SYSTEM for each of the five years in
ENERGY (Table of Ratios the period ended December 31,
of Earnings to Fixed 1993, and the coverage
Charges) deficiency in footnote (f).
MANAGEMENT'S FINANCIAL 289 The amounts of additional first
DISCUSSION AND ANALYSIS mortgage bonds issuable by the
--LIQUIDITY AND CAPITAL Company at December 31, 1993.
RESOURCES
