EXHIBIT F-1
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, as
amended (File No. 70-9753), (hereinafter referred to as the
"Application-Declaration"), filed with the Securities and
Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act") by System
Energy Resources, Inc. ("System Energy"), Entergy Corporation,
and the other companies named therein, contemplating, among other
things, (a) the issuance and sale by System Energy not to exceed
$350,000,000 in a combined aggregate principal amount of (i) one
or more series of its first mortgage bonds ("Bonds") under its
Mortgage and Deed of Trust, dated June 15, 1977, including one or
more Supplemental Indentures thereto under which the Bonds are to
be issued, and/or (ii) one or more series of its debentures
("Debentures") under either a Debenture Indenture or a
Subordinated Debenture Indenture; (b) the entering into
arrangements for the issuance and sale of tax-exempt revenue
bonds ("Tax-Exempt Bonds") in an aggregate principal amount not
to exceed $500,000,000, including the possible issuance and
pledge of one or more new series of System Energy's first
mortgage bonds ("Collateral Bonds") in an aggregate principal
amount not to exceed $565,000,000 as security for the Tax-Exempt
Bonds (where such amount is not to be included in the amount of
Bonds in (a) (i) above) and/or the possible issuance of one or
more promissory notes ("Notes") in an aggregate principal amount
not to exceed $565,000,000 in connection with the execution of
one or more loan agreements as security for the Tax-Exempt Bonds;
(c) the entering into arrangements for the issuance and sale of
municipal securities ("Municipal Securities") in an aggregate
principal amount not to exceed $100,000,000 to be issued in one
or more series through a state or local municipal entity
("Municipal Entity"), including the possible issuance and pledge
of one or more new series of System Energy's first mortgage bonds
("Municipal Collateral Bonds") in an aggregate principal amount
not to exceed $115,000,000 as security for the Municipal
Securities (where such amount is not to be included in the amount
of Bonds in (a) (i) above or in the amount of Collateral Bonds in
(b) above) and/or the possible issuance of one or more promissory
notes ("Municipal Notes") in an aggregate principal amount not to
exceed $115,000,000 in connection with the execution of one or
more loan agreements as security for the Municipal Securities
(where such amount is not to be included in the amount of Notes
in (b) above); and/or (d) the participation by System Energy in
one or more Supplementary Capital Funds Agreements and
Assignments and one or more Assignments of Availability
Agreement, Consent and Agreement, as referred to and described in
the Application-Declaration, we advise as follows:
1. System Energy is a corporation validly organized and
existing under the laws of the State of Arkansas.
2. All action necessary to make valid the participation by
System Energy in the said proposed transactions will
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 Act;
b. appropriate final action shall have been taken by the Board
of Directors and/or, when authorized, by an authorized officer
of System Energy with respect to the proposed transactions;
3. each of the agreements referred to in the Application-
Declaration related to the proposed transactions
described therein shall have been duly executed and
delivered by each of the proposed parties thereto; and
a. the Bonds, the Debentures, the Municipal Securities
(including, if applicable, the Municipal Collateral Bonds and
the Municipal Notes) and/or the Tax-Exempt Bonds (including, if
applicable, the Collateral Bonds and the Notes) shall have been
appropriately issued and delivered in accordance with applicable
authorizations and agreements for the contemplated consideration
that will be valid and properly fixed under applicable law.
4. When the foregoing steps shall have been taken and in
the event the proposed transactions are otherwise
consummated (i) in accordance with the Application-
Declaration and the related order or orders of the
Commission, (ii) within the limits and in accordance
with the applicable provisions, authorizations,
covenants and restrictions specified in the Mortgage,
as supplemented and amended and as proposed to be
further supplemented and amended, and other indentures,
covenants and agreements which are applicable and which
now exist or are hereafter entered into, and (iii) in
accordance with appropriate resolutions of the Board of
Directors and certificates of authorized officer(s) of
System Energy:
a. all state laws which relate or are applicable to the
participation by System Energy in the proposed transactions
will have been complied with;
b the Bonds, the Debentures, the Municipal
Collateral Bonds, the Municipal Notes, the
Collateral Bonds and/or the Notes will be valid
and binding obligations of System Energy in
accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other
similar laws affecting enforcement of mortgagees'
and other creditors' rights and by general
equitable principles (whether considered in a
proceeding in equity or at law); and
5. the consummation of the proposed transactions by System
Energy will not violate the legal rights of the holders
of any securities issued by System Energy.
We are members of the Mississippi Bar and do not hold
ourselves out as experts on the laws of any other state. We
hereby consent to the reliance by Thelen Reid & Priest LLP on
this opinion in rendering its opinion to you of even date
herewith concerning System Energy and to the use of this opinion
as an exhibit to the Application-Declaration.
Very truly yours,
Wise Carter Child & Caraway
Professional Association
By: /s/ Betty Toon Collins
