Exhibit F-1
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, 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 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 Texas 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 and/or the Collateral Bonds 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.
We are members of the Texas 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 State of
Texas. In giving this opinion, we have relied, as to all matters
governed by the laws of New York, upon an opinion of even date
herewith addressed to you by Thelen Reid & Priest LLP, New York, New
York, and, as to all matters governed by the laws 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., which are to be filed as exhibits to the Application-
Declaration.
We hereby consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/Orgain, Bell & Tucker, L.L.P.
ORGAIN, BELL & TUCKER, L.L.P.
