Exhibit F-3
[Letterhead of Thelen Reid & Priest LLP]
November 21, 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. 70-9751) (hereinafter called 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 Gulf States, Inc., a
Texas corporation ("Company"), which is a wholly-owned subsidiary
of Entergy Corporation ("Entergy"), a registered holding company
under the Act, contemplating, from time to time through December
31, 2005, among other things, (A) to issue and sell one or more
new series of the Company's first mortgage bonds ("Bonds") under
the Company's Indenture of Mortgage, dated September 1, 1926 (the
"Mortgage"), including one or more supplemental indentures
thereto under which the Bonds are to be issued, and/or one or
more new sub-series of the Medium Term Note Series of its Bonds
("MTNs") and/or the purchasing of insurance as collateral
security for such Bonds and/or MTNs, and/or (B) to issue and sell
one or more series of the Company's debentures ("Debentures")
under a Debenture Indenture or a Subordinated Debenture Indenture
and/or the purchasing of insurance as collateral security for
such Debentures, and/or (C) to issue and sell (i) through one or
more special purpose subsidiaries of the Company, one or more new
series of preferred securities of such subsidiary having a stated
per share liquidation preference ("Entity Interests") and/or (ii)
one or more new series of the Company's Preferred Stock,
Cumulative, $100 Par Value and/or Preferred Stock, Cumulative,
without par value ("Preferred") and/or (iii) one or more series
of the Company's Preference Stock, Cumulative, without par value
("Preference"), and/or (D) to enter into arrangements for the
issuance and sale of tax-exempt bonds ("Tax-Exempt Bonds") in one
or more series for the financing of certain pollution control
facilities, including but not limited to sewage and/or solid
waste disposal facilities that have not heretofore been the
subject of such financing, or for the refinancing of outstanding
Tax-Exempt Bonds issued for that purpose, including the possible
issuance and pledge of one or more new series of Bonds and/or
MTNs ("Collateral Bonds"), and/or the purchasing of letters of
credit and/or insurance, and/or the possible issuance of one or
more promissory notes ("Notes") as collateral security for such
Tax-Exempt Bonds (the financings contemplated in (A) through (D)
above in an aggregate principal amount up to $2.2 billion, which
number does not include the Collateral Bonds), all as more fully
described in said Application-Declaration, we advise as follows:
1. The Company is a corporation validly organized and existing
under the laws of the State of Texas.
2. All actions necessary to make valid the participation by the
Company in the proposed transactions described in (A) through
(D)above 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 actions shall have been taken by the Board
of Directors and/or, when authorized, by an authorized officer of
the Company with respect to the proposed transactions;
(c) each of the agreements referred to in the
Application-Declaration or otherwise related to said proposed
transactions shall have been duly executed and delivered by each
of the parties thereto; and
(d) the Bonds, the MTNs, the Debentures, the Entity Interests,
the Preferred Stock, the Preference Stock and/or the Tax-Exempt
Bonds (including, if applicable, the Collateral Bonds and/or 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 said 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, the Company's Restated Articles of
Incorporation, as amended and as proposed to be further 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/or certificates of the authorized officer(s) of the
Company:
(a) all state laws that relate or are applicable to the
participation by the Company 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 MTNs, the Debentures, the Entity Subordinated
Debentures, the Collateral Bonds and/or the Notes will be valid
and binding obligations of the Company 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);
(c) the Preferred Stock and/or the Preference Stock will be
validly issued, fully paid and non-assessable, and the holders
thereof will be entitled to the rights and privileges
appertaining thereto set forth in the Company's Restated Articles
of Incorporation, as amended, and as they are proposed to be
further amended; and
(d) 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 are members of the New York Bar and, for purposes of this
opinion, do not hold ourselves out as experts on the law of any
other state. This opinion is limited to the laws of the states of
Louisiana, Texas and New York and 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 state of Texas, upon an
opinion of even date herewith addressed to you by Orgain, Bell &
Tucker, L.L.P., Beaumont, Texas, and, as to all matters governed
by the laws of the state of Louisiana, upon an opinion of even
date herewith addressed to you by Denise C. Redmann, Senior
Counsel - Corporate and Securities of Entergy Services, Inc.,
each of 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
