Exhibit F-2(e)
New York, New York
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. ("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 the Company's 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 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"), we advise you that in our 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 so-called "blue sky" or similar laws,
upon which we 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 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); 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.
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. In giving this opinion, we have relied, as to
all matters governed by the laws of any other state, upon the
opinion of Laurence M. Hamric, Esq., Associate General Counsel -
Corporate and Securities of Entergy Services, Inc., counsel for
the Company, which is to be filed as an exhibit to the
Certificate pursuant to Rule 24.
Our consent is hereby given to the use of this opinion
as an exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
