Exhibit F-5(b)
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., Entergy Corporation, Entergy New Orleans,
Inc. (Entergy New Orleans, 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, I advise as follows:
1. All action necessary to make valid the participation by the
Company in the proposed transactions 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 Act; and
(b) the proposed Assignments of Availability Agreement, Consent
and Agreement shall have been duly authorized, executed and
delivered by each of the proposed parties thereto.
2. When the foregoing steps shall have been taken and in the
event the proposed transactions are otherwise consummated in
accordance with the Application-Declaration and the related order
or orders of the Commission:
(a) all state laws related to or applicable to the participation
by the Company in the proposed transactions will have been
complied with; and
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November 6, 2000
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(b) the consummation of the proposed transactions by the Company
will not violate the legal rights of the holders of any
securities issued by the Company or any associate company
thereof.
I am a member of the bar of the state of Louisiana and, for
purposes of this opinion, do not hold myself out as an expert on
the laws of any other state. This opinion is limited to the laws
of the state of Louisiana and the federal laws of the United
States of America.
I hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/ Denise C. Redmann
Denise C. Redmann
Senior Counsel --
Corporate and Securities
Entergy Services, Inc.
