Exhibit F-3
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 Entergy
Corporation ("Entergy"), System Energy Resources, Inc. and the
other companies named therein contemplating, among other things,
the participation by Entergy in one or more Supplementary Capital
Funds Agreements and Assignments, as referred to and described in
the Application-Declaration, we advise as follows:
1. All action necessary to make valid the participation by
Entergy 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 Supplementary Capital Funds Agreements and
Assignments 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 which relate or are applicable to the
participation by Entergy 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 Entergy
will not violate the legal rights of the holders of any
securities issued by Entergy or any associate company thereof.
We are members of the New York Bar and do not hold ourselves
out as experts on the laws of the state of Delaware, but we have
made a study of such laws insofar as they are involved in the
conclusions stated in this opinion. This opinion is limited to
the laws of the state of New York, the General Corporate Law of
the state of Delaware and the reported judicial decisions
interpreting the Delaware laws, and the federal laws of the
United States of America.
We hereby consent to the use of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
