Exhibit F-1(e)
June 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to (1) the Application-Declaration
("Application-Declaration") on Form U-1, as amended (File No.
70-8721) filed by Entergy Gulf States, Inc. (the "Company")
with the Securities and Exchange Commission ("Commission")
under the Public Utility Holding Company Act of 1935, as
amended, contemplating, among other things, the issuance and
sale by the Company of one or more new series of first
mortgage bonds (the "First Mortgage Bonds"); (2) the
Commission's order dated January 16, 1996 ("Order") permitting
the Application-Declaration, as amended, to become effective
with respect to the issuance and sale of said First Mortgage
Bonds; and (3) the subsequent issuance and sale by the Company
on June 1, 2000 of $300,000,000 in aggregate principal amount
of its First Mortgage Bonds, Floating Rate Series due June 2,
2003 (the "Bonds"), I advise you that in my opinion:
(a) the Company is a corporation duly
organized and validly existing under the laws of the
State of Texas;
(b) the issuance and sale of the Bonds have
been consummated in accordance with the Application-
Declaration, as amended, and the Order;
(c) all state laws that relate or are applicable
to the issuance and sale of the Bonds (other than "blue
sky" or similar laws, upon which I do not pass herein)
have been complied with;
(d) the Bonds are valid and binding obligations
of the Company in accordance with their terms, except
as limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar
laws affecting enforcement of creditors' rights and by
general equitable principles (whether considered in a
proceeding in equity or law); and
(e) the consummation of the issuance and sale of
the Bonds has not violated the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
I am a member of the bars of the States of Texas and
Louisiana and the Commonwealth of Virginia and for purposes of
this opinion do not hold myself out as an expert on the laws of
any other state. I have relied, as to all matters governed by
the laws of the State of New York, upon the opinion of Thelen,
Reid & Priest LLP, New York counsel for the Company, which is to
be filed as an exhibit to the Certificate pursuant to Rule 24.
My consent is hereby given to the use of this opinion
as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric, Esq.
Associate General Counsel -
Corporate and Securities
