Exhibit F-4
November 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on
Form U-1 (hereinafter referred to as the
"Application-Declaration"), being filed on or
about the date hereof with the Securities and
Exchange Commission under the Public Utility
Holding Company Act of 1935 by System Energy
Resources, Inc., Entergy Corporation, Entergy
Arkansas, Inc. (Entergy Arkansas, Inc. hereinafter
being referred to as the "Company") and the other
companies named therein contemplating, among other
things, the participation by the Company in one or
more Assignments of Availability Agreement,
Consent and Agreement, as referred to and
described in the Application-Declaration, we
advise as follows:
1. All action necessary to make valid the
participation by the Company in the
proposed transaction shall have been
taken when:
(a) the Application-Declaration shall
have been granted and permitted to
become effective in accordance with
the applicable provisions of the
Public Utility Holding Company Act
of 1935; and
(b) the proposed Assignments of
Availability Agreement, Consent and
Agreement shall have been duly
executed and delivered by each of
the proposed parties thereto.
2. When the foregoing steps have been taken
and in the event the proposed
transaction is otherwise consummated in
accordance with the Application-
Declaration and the related order or
orders of the Commission:
(a) all state laws applicable to the
participation by the Company in the
proposed transaction will have been
complied with; and
(b) the consummation of the proposed
transaction by the Company will not
violate the legal rights of the
holders of any securities issued
by the Company or any associate
company thereof.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
/s/ Friday, Eldredge & Clark, LLP
FRIDAY, ELDREDGE & CLARK, LLP
