Exhibit F-2
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 ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), by Entergy
Corporation, System Energy Resources, Inc. ("System Energy") and
the other companies named therein contemplating, among other
things, (A) the issuance and sale by System Energy of not to
exceed $350,000,000 in aggregate principal amount of (1) its
first mortgage bonds ("Bonds") under System Energy's Mortgage and
Deed of Trust, dated as of June 15, 1977 (the "Mortgage"),
including one or more Supplemental Indentures thereto under which
the Bonds are to be issued, and/or (2) its Debentures
("Debentures") under a Debenture Indenture or a Subordinated
Debenture Indenture, and/or (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 and/or
Debentures in (A) 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,
and/or (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 and/or Debentures in (A) 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
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November 6, 2000
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security for the Municipal Securities (where such amount of
Municipal Notes 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, Consents
and Agreements, 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 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;
(c) 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
(d) 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 consideration contemplated
and which is valid and properly fixed consideration
therefor under applicable law.
3. 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 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:
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(a) all state laws which relate or are applicable to the
participation by System Energy in the proposed transactions
(other than so-called "blue-sky" laws or similar laws, upon
which we do not pass herein) 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 (whether
considered in a proceeding in equity or at law); and
(c) 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 or any
associate company thereof.
We are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any
other state. This opinion is limited to the laws of the states
of Arkansas, Mississippi and New York, and the federal laws of
the United States of America. In giving this opinion, we have
relied, as to all matters governed by the laws of the states of
Arkansas or Mississippi, upon an opinion of even date herewith
addressed to you by Wise Carter Child & Caraway, Professional
Association, of Jackson, Mississippi, which is to be filed as an
exhibit to the Application-Declaration.
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
