EXHIBIT F-6
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 Mississippi,
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, Consents and Agreements, 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 Act and
b. the proposed Assignments of Availability
Agreement, Consents and Agreements 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 the Company in the proposed transactions will
have been compiled with and
a. 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.
We hereby consent 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
