Exhibit B-2(c)
EXECUTION COPY
$150,000,000
Entergy Louisiana, Inc.
First Mortgage Bonds,
8 1/2% Series due June 1, 2003
UNDERWRITING AGREEMENT
May 18, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
The undersigned, Entergy Louisiana, Inc., a Louisiana
corporation (the "Company"), proposes to issue and sell to you,
as Underwriter, an aggregate of $150,000,000 principal amount of
the Company's First Mortgage Bonds, 8 1/2% Series due June 1, 2003,
as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to you, and you shall purchase from the Company,
at the time and place herein specified, the Bonds at 99.433% of
the principal amount thereof.
SECTION 2. Description of Bonds. The Bonds shall be issued
under and pursuant to the Company's Mortgage and Deed of Trust,
dated as of April 1, 1944, with The Bank of New York (successor
to Harris Trust Company of New York), as Corporate Trustee, and
Stephen J. Giurlando (successor to Mark F. McLaughlin), as Co-
Trustee (the "Co-Trustee" and, together with the Corporate
Trustee, the "Trustees"), as heretofore amended and supplemented
by all indentures amendatory thereof and supplemental thereto,
and as it will be further amended and supplemented by the Fifty-
fifth Supplemental Indenture, dated as of May 15, 2000 (the
"Supplemental Indenture"). Said Mortgage and Deed of Trust as so
amended and supplemented is hereinafter referred to as the
"Mortgage." The Bonds and the Supplemental Indenture shall have
the terms and provisions described in the Prospectus (as defined
herein), provided that subsequent to the date hereof and prior to
the Closing Date (as defined herein) the form of the Supplemental
Indenture may be amended by mutual agreement between the Company
and you.
SECTION 3. Representations and Warranties of the Company.
The Company represents and warrants to you, and covenants and
agrees with you, that:
(a) The Company is duly organized and validly existing
as a corporation in good standing under the laws of the
State of Louisiana and has the necessary corporate power and
authority to conduct the business that it is described in
the Prospectus as conducting and to own and operate the
properties owned and operated by it in such business.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on Form S-3 (File No. 33-50937) (the "1993
Registration Statement") for the registration of
$210,000,000 aggregate par value and/or aggregate principal
amount of the Company's preferred stock and/or the Company's
first mortgage bonds under the Securities Act of 1933 (the
"Securities Act") and the 1993 Registration Statement has
become effective. The Company also filed with the
Commission a registration statement on Form S-3 (File No.
333-93683) (the "1999 Registration Statement") for the
registration of $500,000,000 aggregate offering price of the
Company's securities (including $64,000,000 of the Company's
first mortgage bonds carried forward from the 1993
Registration Statement), including the Bonds, under the
Securities Act (all of which securities remain unsold), and
the 1999 Registration Statement has become effective. The
Company qualifies for use of Form S-3 for the registration
of the Bonds and the Bonds are registered under the
Securities Act. The combined prospectus forming a part of
the 1999 Registration Statement pursuant to Rule 429 under
the Securities Act, at the time the 1999 Registration
Statement (or the most recent amendment thereto filed prior
to the time of effectiveness of this Underwriting Agreement)
became effective, including all documents incorporated by
reference therein at that time pursuant to Item 12 of Form S-
3, is hereinafter referred to as the "Basic Prospectus." In
the event that (i) the Basic Prospectus shall have been
amended, revised or supplemented (but excluding any
amendments, revisions or supplements to the Basic Prospectus
relating solely to securities other than the Bonds) prior to
or as of the time of effectiveness of the Underwriting
Agreement, including without limitation by any preliminary
prospectus supplement relating to the Bonds, or (ii) the
Company shall have filed documents pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") after the time the 1999 Registration
Statement became effective and prior to the time of
effectiveness of this Underwriting Agreement (but excluding
documents incorporated therein by reference relating solely
to securities other than the Bonds), which documents are
deemed to be incorporated by reference in the Basic
Prospectus pursuant to Item 12 of Form S-3, the term "Basic
Prospectus" as used herein shall also mean such prospectus
as so amended, revised or supplemented and reflecting such
incorporation by reference. The 1993 Registration Statement
and the 1999 Registration Statement each in the form in
which it became effective and as it may have been amended by
all amendments thereto as of the time of effectiveness of
this Underwriting Agreement (including, for these purposes,
as an amendment any document incorporated by reference in
the Basic Prospectus), and the Basic Prospectus as it shall
be supplemented to reflect the terms of the offering and
sale of the Bonds by a prospectus supplement (a "Prospectus
Supplement") to be filed with the Commission pursuant to
Rule 424(b) under the Securities Act ("Rule 424(b)"), are
hereinafter referred to as the "Registration Statements" and
the "Prospectus," respectively.
(c) (i) After the time of effectiveness of this
Underwriting Agreement and during the time specified in
Section 6(d), the Company will not file any amendment to the
Registration Statements or any supplement to the Prospectus
(except any amendment or supplement relating solely to
securities other than the Bonds), and (ii) between the time
of effectiveness of this Underwriting Agreement and the
Closing Date, the Company will not file any document that is
to be incorporated by reference in, or any supplement to,
the Basic Prospectus, in either case, without prior notice
to you and to Winthrop, Stimson, Putnam & Roberts ("Counsel
for the Underwriter"), or any such amendment or supplement
to which said Counsel shall reasonably object on legal
grounds in writing. For purposes of this Underwriting
Agreement, any document that is filed with the Commission
after the time of effectiveness of this Underwriting
Agreement and incorporated or deemed to be incorporated by
reference in the Prospectus (except documents incorporated
by reference relating solely to securities other than the
Bonds) pursuant to Item 12 of Form S-3 shall be deemed a
supplement to the Prospectus.
(d) The Registration Statements, at the Effective Date
(as defined below) and the Mortgage, at such time, fully
complied, and the Prospectus, when delivered to you for your
use in making confirmations of sales of the Bonds and at the
Closing Date, as it may then be amended or supplemented,
will fully comply, in all material respects with the
applicable provisions of the Securities Act, the Trust
Indenture Act of 1939 (the "Trust Indenture Act") and the
rules and regulations of the Commission thereunder or
pursuant to said rules and regulations did or will be deemed
to comply therewith. The documents incorporated or deemed
to be incorporated by reference in the Prospectus pursuant
to Item 12 of Form S-3, on the date filed with the
Commission pursuant to the Exchange Act, fully complied or
will fully comply in all material respects with the
applicable provisions of the Exchange Act and the rules and
regulations of the Commission thereunder or pursuant to said
rules and regulations did or will be deemed to comply
therewith. With respect to either of the Registration
Statements, on the later of (i) the date such Registration
Statement (or the most recent post-effective amendment
thereto, but excluding any post-effective amendment relating
solely to securities other than the Bonds) was declared
effective by the Commission under the Securities Act and
(ii) the date that the Company's most recent Annual Report
on Form 10-K was filed with the Commission under the
Exchange Act (such date is hereinafter referred to as the
"Effective Date"), such Registration Statement did not or
will not, as the case may be, contain an untrue statement of
a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading. At the time the Prospectus is
delivered to you for your use in making confirmations of
sales of the Bonds and at the Closing Date, the Prospectus,
as it may then be amended or supplemented, will not contain
any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading and, on said dates and at such
times, the documents then incorporated or deemed to be
incorporated by reference in the Prospectus pursuant to Item
12 of Form S-3, when read together with the Prospectus, or
the Prospectus, as it may then be amended or supplemented,
will not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading. The foregoing
representations and warranties in this paragraph (d) shall
not apply to statements or omissions made in reliance upon
and in conformity with written information furnished to the
Company by you or on your behalf specifically for use in
connection with the preparation of the Registration
Statements or the Prospectus, as they may be then amended or
supplemented, or to any statements in or omissions from the
statements of eligibility of the Trustees on Form T-1 and
Form T-2, as they may then be amended, under the Trust
Indenture Act filed as exhibits to the Registration
Statements (the "Statements of Eligibility").
(e) The issuance and sale of the Bonds and the
fulfillment of the terms of this Underwriting Agreement will
not result in a breach of any of the terms or provisions of,
or constitute a default under, the Mortgage or any indenture
or other agreement or instrument to which the Company is now
a party.
(f) Except as set forth or contemplated in the
Prospectus, as it may be then amended or supplemented, the
Company possesses adequate franchises, licenses, permits,
and other rights to conduct its business and operations as
now conducted, without any known conflicts with the rights
of others which could have a material adverse effect on the
Company.
SECTION 4. Offering. The Company is advised by you that
you propose to make a public offering of the Bonds as soon after
the effectiveness of this Underwriting Agreement as in your
judgment is advisable. The Company is further advised by you
that the Bonds will be offered to the public at the initial
public offering price specified in the Prospectus Supplement plus
accrued interest thereon, if any, from the Closing Date.
SECTION 5. Time and Place of Closing; Delivery of the
Bonds. Delivery of the Bonds and payment of the purchase price
therefor by wire transfer of immediately available funds shall be
made at the offices of Thelen Reid & Priest LLP, 40 West 57th
Street, New York, New York, at 10:00 A.M., New York time, on May
23, 2000, or at such other time on the same or such other day as
shall be agreed upon by the Company and you. The hour and date
of such delivery and payment are herein called the "Closing
Date."
The Bonds shall be delivered to you in book-entry only form
through the facilities of The Depository Trust Company in New
York, New York. The certificate for the Bonds shall be in the
form of one typewritten global bond in fully registered form, in
the aggregate principal amount of the Bonds, and registered in
the name of Cede & Co., as nominee of The Depository Trust
Company. The Company agrees to make the Bonds available to you
for checking not later than 2:30 P.M., New York time, on the last
business day preceding the Closing Date at such place as may be
agreed upon between you and the Company, or at such other time
and/or date as may be agreed upon between you and the Company.
SECTION 6. Covenants of the Company. The Company covenants
and agrees with you that:
(a) Not later than the Closing Date, the Company will
deliver to you a conformed copy of each Registration
Statement in the form that it or the most recent post-
effective amendment thereto became effective, certified by
an officer of the Company to be in such form.
(b) The Company will deliver to you as many copies of
the Prospectus (and any amendments or supplements thereto)
as you may reasonably request.
(c) The Company will cause the Prospectus to be filed
with the Commission pursuant to and in compliance with Rule
424(b) and will advise you promptly of the issuance of any
stop order under the Securities Act with respect to either
of the Registration Statements or the institution of any
proceedings therefor of which the Company shall have
received notice. The Company will use its best efforts to
prevent the issuance of any such stop order and to secure
the prompt removal thereof if issued.
(d) During such period of time as you are required by
law to deliver a prospectus after this Underwriting
Agreement has become effective, if any event relating to or
affecting the Company, or of which the Company shall be
advised by you in writing, shall occur which in the
Company's opinion should be set forth in a supplement or
amendment to the Prospectus in order to make the Prospectus
not misleading in the light of the circumstances when it is
delivered to a purchaser of the Bonds, the Company will
amend or supplement the Prospectus by either (i) preparing
and filing with the Commission and furnishing to you a
reasonable number of copies of a supplement or supplements
or an amendment or amendments to the Prospectus, or (ii)
making an appropriate filing pursuant to Section 13, 14 or
15(d) of the Exchange Act which will supplement or amend the
Prospectus, so that, as supplemented or amended, it will not
contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances when
the Prospectus is delivered to a purchaser, not misleading.
Unless such event relates solely to your activities (in
which case you shall assume the expense of preparing any
such amendment or supplement), the expenses of complying
with this Section 6(d) shall be borne by the Company until
the expiration of nine months from the time of effectiveness
of this Underwriting Agreement, and such expenses shall be
borne by you thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning
statement (which need not be audited) covering a period of
at least twelve months beginning after the "effective date
of the registration statement" within the meaning of Rule
158 under the Securities Act, which earning statement shall
be in such form, and be made generally available to security
holders in such a manner, as to meet the requirements of the
last paragraph of Section 11(a) of the Securities Act and
Rule 158 under the Securities Act.
(f) At any time within six months of the date hereof,
the Company will furnish such proper information as may be
lawfully required by, and will otherwise cooperate in
qualifying the Bonds for offer and sale under, the blue sky
laws of such jurisdictions as you may reasonably designate,
provided that the Company shall not be required to qualify
as a foreign corporation or dealer in securities, to file
any consents to service of process under the laws of any
jurisdiction, or to meet any other requirements deemed by
the Company to be unduly burdensome.
(g) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation and filing of the
Registration Statements and any post-effective amendments
thereto, (ii) the printing, issuance and delivery of the
Bonds and the preparation, execution, printing and
recordation of the Supplemental Indenture, (iii) legal
counsel relating to the qualification of the Bonds under the
blue sky laws of various jurisdictions in an amount not to
exceed $3,500, (iv) the printing and delivery to you of
reasonable quantities of copies of the Registration
Statements, the preliminary (and any supplemental) blue sky
survey, any preliminary prospectus supplement relating to
the Bonds and the Prospectus and any amendment or supplement
thereto, except as otherwise provided in paragraph (d) of
this Section 6, (v) the rating of the Bonds by one or more
nationally recognized statistical rating agencies and
(vi) filings or other notices (if any) with or to, as the
case may be, the National Association of Securities Dealers,
Inc. (the "NASD") in connection with its review of the terms
of the offering. Except as provided above, the Company
shall not be required to pay any of your expenses, except
that, if this Underwriting Agreement shall be terminated in
accordance with the provisions of Section 7, 8 or 11 hereof,
the Company will reimburse you for (A) the reasonable fees
and expenses of Counsel for the Underwriter, whose fees and
expenses you agree to pay in any other event, and (B)
reasonable out-of-pocket expenses in an aggregate amount not
exceeding $15,000, incurred in contemplation of the
performance of this Underwriting Agreement. The Company
shall not in any event be liable to you for damages on
account of loss of anticipated profits.
(h) The Company will not sell any additional First
Mortgage Bonds without your consent until the earlier to
occur of (i) the Closing Date and (ii) the date of the
termination of the fixed price offering restrictions
applicable to you. You agree to notify the Company of such
termination if it occurs prior to the Closing Date.
(i) As soon as practicable after the Closing Date, the
Company will make all recordings, registrations and filings
necessary to perfect and preserve the lien of the Mortgage
and the rights under the Supplemental Indenture, and the
Company will use its best efforts to cause to be furnished
to you a supplemental opinion of counsel for the Company,
addressed to you, stating that all such recordings,
registrations and filings have been made.
SECTION 7. Conditions of Underwriter's Obligations. Your
obligations to purchase and pay for the Bonds shall be subject to
the accuracy on the date hereof and on the Closing Date of the
representations and warranties made herein on the part of the
Company and of any certificates furnished by the Company on the
Closing Date and to the following conditions:
(a) The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) prior to 5:30 P.M., New
York time, on the second business day following the date of
this Underwriting Agreement, or such other time and date as
may be agreed upon by the Company and you.
(b) No stop order suspending the effectiveness of
either of the Registration Statements shall be in effect at
or prior to the Closing Date; no proceedings for such
purpose shall be pending before, or, to your knowledge or
the knowledge of the Company, threatened by, the Commission
on the Closing Date; and you shall have received a
certificate, dated the Closing Date and signed by the
President, a Vice President, the Treasurer or an Assistant
Treasurer of the Company, to the effect that no such stop
order has been or is in effect and that no proceedings for
such purpose are pending before or, to the knowledge of the
Company, threatened by the Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, an
order of the Commission under the Public Utility Holding
Company Act of 1935 (the "Holding Company Act") authorizing
the issuance and sale of the Bonds on the terms set forth
in, or contemplated by, this Underwriting Agreement.
(d) At the Closing Date, you shall have received from
Denise C. Redmann, Esq., Senior Counsel-Corporate and
Securities of Entergy Services, Inc. and Thelen Reid &
Priest LLP opinions, dated the Closing Date, substantially
in the forms set forth in Exhibits A and B hereto,
respectively, (i) with such changes therein as may be agreed
upon by the Company and you with the approval of Counsel for
the Underwriter, and (ii) if the Prospectus shall be
supplemented after being furnished to you for use in
offering the Bonds, with changes therein to reflect such
supplementation.
(e) At the Closing Date, you shall have received from
Counsel for the Underwriter an opinion, dated the Closing
Date, substantially in the form set forth in Exhibit C
hereto, with such changes therein as may be necessary to
reflect any supplementation of the Prospectus prior to the
Closing Date.
(f) On or prior to the date this Underwriting
Agreement became effective, you shall have received from
PricewaterhouseCoopers LLP, the Company's independent
certified public accountants (the "Accountants"), a letter
dated the date hereof and addressed to you to the effect
that (i) they are independent certified public accountants
with respect to the Company within the meaning of the
Securities Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the financial
statements and financial statement schedules audited by them
and included or incorporated by reference in the Prospectus
comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and
the Exchange Act and the applicable published rules and
regulations thereunder; (iii) on the basis of performing the
procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest unaudited financial statements,
if any, included or incorporated by reference in the
Prospectus, a reading of the latest available interim
unaudited financial statements of the Company, the minutes
of the meetings of the Board of Directors of the Company,
the Executive Committee thereof, if any, and the stockholder
of the Company, since December 31, 1999 to a specified date
not more than five days prior to the date of such letter,
and inquiries of officers of the Company who have
responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not
constitute an audit made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter and, accordingly, that the Accountants
make no representations as to the sufficiency of such
procedures for your purposes), nothing has come to their
attention which caused them to believe that, to the extent
applicable, (A) the unaudited financial statements of the
Company (if any) included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the related
published rules and regulations thereunder; (B) any material
modifications should be made to said unaudited financial
statements for them to be in conformity with generally
accepted accounting principles; and (C) at a specified date
not more than five days prior to the date of the letter,
there was any change in the capital stock of the Company,
increase in long-term debt of the Company, or decrease in
its net assets or shareholders' equity, in each case as
compared with amounts shown in the most recent balance sheet
incorporated by reference in the Prospectus, except in all
instances for changes or decreases which the Prospectus
discloses have occurred or may occur, for declarations of
dividends, for the amortization of premium or discount on
long-term debt, for any increases in long-term debt in
respect of previously issued pollution control, solid waste
disposal or industrial development revenue bonds, or for
changes, increases or decreases as set forth in such letter,
identifying the same and specifying the amount thereof; and
(iv) stating that they have compared specific dollar
amounts, percentages of revenues and earnings and other
financial information pertaining to the Company (x) set
forth in the Prospectus, and (y) set forth in documents
filed by the Company pursuant to Section 13, 14 or 15(d) of
the Exchange Act as specified in Exhibit D hereto, in each
case, to the extent that such amounts, numbers, percentages
and information may be derived from the general accounting
records of the Company, and excluding any questions
requiring an interpretation by legal counsel, with the
results obtained from the application of specified readings,
inquiries and other appropriate procedures (which procedures
do not constitute an examination in accordance with
generally accepted auditing standards) set forth in the
letter, and found them to be in agreement.
(g) At the Closing Date, you shall have received a
certificate, dated the Closing Date and signed by the
President, a Vice President, the Treasurer or an Assistant
Treasurer of the Company, to the effect that (i) the
representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed
and complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by
the Company at or prior to the Closing Date and (iii) since
the most recent date as of which information is given in the
Prospectus, as it may then be amended or supplemented, there
has not been any material adverse change in the business,
property or financial condition of the Company and there has
not been any material transaction entered into by the
Company, other than transactions in the ordinary course of
business, in each case other than as referred to in, or
contemplated by, the Prospectus, as it may then be amended
or supplemented.
(h) At the Closing Date, you shall have received duly
executed counterparts of the Supplemental Indenture.
(i) At the Closing Date, you shall have received from
the Accountants a letter, dated the Closing Date,
confirming, as of a date not more than five days prior to
the Closing Date, the statements contained in the letter
delivered pursuant to Section 7(f) hereof.
(j) Between the date hereof and the Closing Date, no
default (or an event which, with the giving of notice or the
passage of time or both, would constitute a default) under
the Mortgage shall have occurred.
(k) Prior to the Closing Date, you shall have received
from the Company evidence reasonably satisfactory to it that
the Bonds have received ratings of Baa2 or better from
Moody's Investors Service, Inc. and BBB or better from
Standard & Poor's Ratings Services.
(l) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard &
Poor's Ratings Services shall have lowered its rating of any
of the Company's outstanding First Mortgage Bonds in any
respect.
(m) Between the date hereof and the Closing Date, no
event shall have occurred with respect to or otherwise
affecting the Company, which, in your reasonable opinion,
materially impairs the investment quality of the Bonds.
(n) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Underwriter.
(o) The Company shall furnish you with additional
conformed copies of such opinions, certificates, letters and
documents as may be reasonably requested.
If any of the conditions specified in this Section 7 shall
not have been fulfilled, this Underwriting Agreement may be
terminated by you upon notice thereof to the Company. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of
either of the Registration Statements shall be in effect at
or prior to the Closing Date, and no proceedings for that
purpose shall be pending before, or threatened by, the
Commission on the Closing Date.
(b) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds an
order of the Commission under the Holding Company Act
authorizing the issuance and sale of the Bonds on the terms
set forth in, or contemplated by, this Underwriting
Agreement.
In case any of the conditions specified in this Section 8
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Company upon notice thereof to you. Any such
termination shall be without liability of any party to any other
party, except as otherwise provided in paragraph (g) of Section 6
and in Section 10.
SECTION 9. Indemnification.
(a) The Company shall indemnify, defend and hold
harmless you and each person who controls you within the
meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses,
claims, damages or liabilities, joint or several, to which
you or any or all of them may become subject under the
Securities Act or any other statute or common law and shall
reimburse you and any such controlling person for any legal
or other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based
upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statements, as
amended or supplemented, or the omission or alleged omission
to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or upon any untrue statement or alleged untrue
statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is
filed with the Commission pursuant to Rule 424(b)), or in
the Prospectus, as each may be amended or supplemented, or
the omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading; provided, however, that the indemnity
agreement contained in this paragraph shall not apply to any
such losses, claims, damages, liabilities, expenses or
actions arising out of, or based upon, any such untrue
statement or alleged untrue statement, or any such omission
or alleged omission, if such statement or omission was made
in reliance upon and in conformity with information
furnished herein or in writing to the Company by you
specifically for use in connection with the preparation of
the Registration Statements, the Basic Prospectus (if used
prior to the date the Prospectus is filed with the
Commission pursuant to Rule 424(b)) or the Prospectus or any
amendment or supplement to any thereof or arising out of, or
based upon, statements in or omissions from the Statements
of Eligibility; and provided further, that the indemnity
agreement contained in this subsection shall not inure to
your benefit or to the benefit of any person controlling you
on account of any such losses, claims, damages, liabilities,
expenses or actions arising from the sale of the Bonds to
any person in respect of the Basic Prospectus or the
Prospectus as supplemented or amended, furnished by you to a
person to whom any of the Bonds were sold (excluding in both
cases, however, any document then incorporated or deemed to
be incorporated by reference therein), insofar as such
indemnity relates to any untrue or misleading statement or
omission made in the Basic Prospectus or the Prospectus but
eliminated or remedied prior to the consummation of such
sale in the Prospectus, or any amendment or supplement
thereto, furnished on a timely basis by the Company to you
pursuant to Section 6(d) hereof, unless a copy of the
Prospectus (in the case of such a statement or omission made
in the Basic Prospectus) or such amendment or supplement (in
the case of such a statement or omission made in the
Prospectus) (excluding, however, any amendment or supplement
to the Basic Prospectus relating to any securities other
than the Bonds and any document then incorporated or deemed
to be incorporated by reference in the Prospectus or such
amendment or supplement) is furnished by you to such person
(i) with or prior to the written confirmation of the sale
involved or (ii) as soon as available after such written
confirmation (if it is made available to you prior to
settlement of such sale).
(b) You shall indemnify, defend and hold harmless the
Company, its directors and officers and each person who
controls the foregoing within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Securities Act or any other
statute or common law and shall reimburse each of them for
any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by
them in connection with investigating any such losses,
claims, damages or liabilities or in connection with
defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or
are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statements, as amended or supplemented, or the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or upon any untrue statement or
alleged untrue statement of a material fact contained in the
Basic Prospectus (if used prior to the date the Prospectus
is filed with the Commission pursuant to Rule 424(b)), or in
the Prospectus, as amended or supplemented, or the omission
or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, in each case, if, but only if, such statement or
omission was made in reliance upon and in conformity with
information furnished herein or in writing to the Company by
you specifically for use in connection with the preparation
of the Registration Statements, the Basic Prospectus (if
used prior to the date the Prospectus is filed with the
Commission pursuant to Rule 424(b)) or the Prospectus, or
any amendment or supplement thereto.
(c) In case any action shall be brought, based upon
the Registration Statements, the Basic Prospectus or the
Prospectus (including amendments or supplements thereto),
against any party in respect of which indemnity may be
sought pursuant to any of the preceding paragraphs, such
party (hereinafter called the indemnified party) shall
promptly notify the party or parties against whom indemnity
shall be sought hereunder (hereinafter called the
indemnifying party) in writing, and the indemnifying party
shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction
with any other indemnifying party) the defense thereof,
including the employment of counsel reasonably satisfactory
to the indemnified party and the payment of all fees and
expenses. If the indemnifying party shall elect not to
assume the defense of any such action, the indemnifying
party shall reimburse the indemnified party for the
reasonable fees and expenses of any counsel retained by such
indemnified party. Such indemnified party shall have the
right to employ separate counsel in any such action in which
the defense has been assumed by the indemnifying party and
participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has
been specifically authorized by the indemnifying party or
(ii) the named parties to any such action (including any
impleaded parties) include each of such indemnified party
and the indemnifying party and such indemnified party shall
have been advised by such counsel that a conflict of
interest between the indemnifying party and such indemnified
party may arise and for this reason it is not desirable for
the same counsel to represent both the indemnifying party
and the indemnified party (it being understood, however,
that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the
same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local
counsel retained by such indemnified party in its reasonable
judgment)). The indemnified party shall be reimbursed for
all such fees and expenses as they are incurred. The
indemnifying party shall not be liable for any settlement of
any such action effected without its consent, but if any
such action is settled with the consent of the indemnifying
party or if there be a final judgment for the plaintiff in
any such action, the indemnifying party agrees to indemnify
and hold harmless the indemnified party from and against any
loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of
any pending or threatened action, suit or proceeding in
respect of which any indemnified party is or could have been
a party and indemnity has or could have been sought
hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of
such action, suit or proceeding.
(d) If the indemnification provided for under
subsections (a), (b) or (c) of this Section 9 is unavailable
to an indemnified party in respect of any losses, claims,
damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the
Company and you from the offering of the Bonds or (ii) if
the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the
one hand and you on the other in connection with the
statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits
received by the Company on the one hand and you on the other
shall be deemed to be in the same proportion as the total
proceeds from the offering (after deducting underwriting
discounts and commissions but before deducting expenses) to
the Company bear to the total underwriting discounts and
commissions received by you, in each case as set forth in
the table on the cover page of the Prospectus. The relative
fault of the Company on the one hand and of you on the other
shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or by
you and such parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such
statement or omission.
The Company and you agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified
party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 9(d), you
shall not be required to contribute any amount in excess of
the amount by which the total price at which the Bonds
underwritten by you and distributed to the public were
offered to the public exceeds the amount of any damages
which you have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation.
SECTION 10. Survival of Certain Representations and
Obligations. Any other provision of this Underwriting Agreement
to the contrary notwithstanding, (a) the indemnity and
contribution agreements contained in Section 9 of, and the
representations and warranties and other agreements of the
Company contained in, this Underwriting Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by you or on your behalf or by or on behalf of
the Company or its directors or officers, or any of the other
persons referred to in Section 9 hereof and (ii) acceptance of
and payment for the Bonds, and (b) the indemnity and contribution
agreements contained in Section 9 shall remain operative and in
full force and effect regardless of any termination of this
Underwriting Agreement.
SECTION 11. Termination. This Underwriting Agreement shall
be subject to termination by written notice from you to the
Company, if (a) after the execution and delivery of this
Underwriting Agreement and prior to the Closing Date, (i) trading
generally shall have been suspended on the New York Stock
Exchange by The New York Stock Exchange, Inc., the Commission or
other governmental authority, (ii) minimum or maximum ranges for
prices shall have been generally established on the New York
Stock Exchange by The New York Stock Exchange, Inc., the
Commission or other governmental authority, (iii) a general
moratorium on commercial banking activities in New York shall
have been declared by either Federal or New York State
authorities, or (iv) there shall have occurred any material
outbreak or escalation of hostilities or any calamity or crisis
that, in your judgment, is material and adverse, and (b) in the
case of any of the events specified in clauses (a)(i) through
(iv), such event singly or together with any other such event
makes it, in your reasonable judgment, impracticable to market
the Bonds. This Underwriting Agreement shall also be subject to
termination, upon notice by you as provided above, if, in your
judgment, the subject matter of any amendment or supplement
(prepared by the Company) to the Prospectus (except for
information relating solely to the manner of public offering of
the Bonds or to your activity or to the terms of any series of
securities other than the Bonds) filed or issued after the
effectiveness of this Underwriting Agreement by the Company shall
have materially impaired the marketability of the Bonds. Any
termination hereof, pursuant to this Section 11, shall be without
liability of any party to any other party, except as otherwise
provided in paragraph (g) of Section 6 and in Section 10.
SECTION 12. Miscellaneous. THE RIGHTS AND DUTIES OF THE
PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. This Underwriting Agreement shall
become effective when a fully executed copy thereof is delivered
to you by the Company. This Underwriting Agreement may be
executed in any number of separate counterparts, each of which,
when so executed and delivered, shall be deemed to be an original
and all of which, taken together, shall constitute but one and
the same agreement. This Underwriting Agreement shall inure to
the benefit of each of the Company, you and, with respect to the
provisions of Section 9, each director, officer and other persons
referred to in Section 9, and their respective successors.
Should any part of this Underwriting Agreement for any reason be
declared invalid, such declaration shall not affect the validity
of any remaining portion, which remaining portion shall remain in
full force and effect as if this Underwriting Agreement had been
executed with the invalid portion thereof eliminated. Nothing
herein is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy
or claim under or in respect of any provision in this
Underwriting Agreement. The term "successor" as used in this
Underwriting Agreement shall not include any purchaser, as such
purchaser, of any Bonds from you.
SECTION 13. Notices. All communications hereunder shall be
in writing and, if to you, shall be mailed or delivered to you at
the address set forth at the beginning of this Underwriting
Agreement to the attention of Peter Cooper or, if to the Company,
shall be mailed or delivered to it at 639 Loyola Avenue, New
Orleans, Louisiana 70113, Attention: Treasurer, or, if to
Entergy Services, Inc., shall be mailed or delivered to it at 639
Loyola Avenue, New Orleans, Louisiana 70113, Attention:
Treasurer.
Very truly yours,
Entergy Louisiana, Inc.
By:
Name:
Title:
.
Accepted as of the date first above written.
Morgan Stanley & Co. Incorporated
By:
Name:
Title:
<PAGE>
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
May __, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
I, together with Thelen Reid & Priest LLP, of New York, New
York, have acted as counsel for Entergy Louisiana, Inc., a
Louisiana corporation (the "Company"), in connection with the
issuance and sale to you pursuant to the Underwriting Agreement,
effective May 18, 2000 (the "Underwriting Agreement"), between
the Company and you, of $150,000,000 aggregate principal amount
of its First Mortgage Bonds, 8 1/2% Series due June 1, 2003 (the
"Bonds"), issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of April 1, 1944, with The Bank of New York
(successor to Harris Trust Company of New York), as Corporate
Trustee (the "Corporate Trustee"), and Stephen J. Giurlando
(successor to Mark F. McLaughlin), as Co-Trustee, as heretofore
amended and supplemented by all indentures amendatory thereof and
supplemental thereto, and as it will be further amended and
supplemented by the Fifty-fifth Supplemental Indenture, dated as
of May 15, 2000 (the "Supplemental Indenture") (the Mortgage and
Deed of Trust as so amended and supplemented being hereinafter
referred to as the "Mortgage"). This opinion is rendered to you
at the request of the Company. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to such terms in
the Underwriting Agreement.
In my capacity as such counsel, I have either participated
in the preparation of or have examined and am familiar with: (a)
the Company's Amended and Restated Articles of Incorporation and
the Company's By-laws, as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statements and
the Prospectus; (e) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Supplemental Indenture and the Underwriting Agreement; and (f)
the proceedings before and the order entered by the Commission
under the Holding Company Act relating to the issuance and sale
of the Bonds by the Company. I have also examined or caused to
be examined such other documents and have satisfied myself as to
such other matters as I have deemed necessary in order to render
this opinion. I have not examined the Bonds, except a specimen
thereof, and I have relied upon a certificate of the Corporate
Trustee as to the authentication and delivery thereof.
In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the legal capacity of natural persons, the conformity
with the originals of all documents submitted to me as copies and
the authenticity of the originals of such latter documents. In
making my examination of documents and instruments executed or to
be executed by persons other than the Company, I have assumed
that each such other person had the requisite power and authority
to enter into and perform fully its obligations thereunder, the
due authorization by each such other person for the execution,
delivery and performance thereof by such person, and the due
execution and delivery by or on behalf of such person of each
such document and instrument. In the case of any such other
person that is not a natural person, I have also assumed, insofar
as it is relevant to the opinions set forth below, that each such
other person is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which such other
person was created, and is duly qualified and in good standing in
each other jurisdiction where the failure to be so qualified
could reasonably be expected to have a material effect upon the
ability of such other person to execute, deliver and/or perform
such other person's obligations under any such document or
instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions expressed
herein, I have relied upon certificates and representations of
officers of the Company (including but not limited to those
contained in the Underwriting Agreement and the Mortgage and
certificates delivered at the closing of the sale of the Bonds)
and appropriate public officials without independent verification
of such matters except as otherwise described herein.
Whenever my opinions herein with respect to the existence or
absence of facts are stated to be to my knowledge or awareness, I
intend to signify that no information has come to my attention or
the attention of any other attorneys acting for or on behalf of
the Company or any of its affiliates that have participated in
the negotiation of the transactions contemplated by the
Underwriting Agreement and the Mortgage, in the preparation of
the Registration Statements and the Prospectus or in the
preparation of this opinion letter that would give me, or them,
actual knowledge that would contradict such opinions. However,
except to the extent necessary in order to give the opinions
hereinafter expressed, neither I nor they have undertaken any
independent investigation to determine the existence or absence
of such facts, and no inference as to knowledge of the existence
or absence of such facts (except to the extent necessary in order
to give the opinions hereinafter expressed) should be assumed.
In rendering the opinion set forth in paragraph (2) below, I
have relied upon reports and/or opinions by counsel who
historically acted on behalf of the Company in real estate
transactions and transactions involving the Mortgage and in whom
I have confidence, title reports prepared in connection with the
procurement of title insurance policies on certain property of
the Company, and information from officers of the Company
responsible for the acquisition of real property and maintenance
of records with respect thereto, which I believe to be
satisfactory in form and scope and which I have no reason to
believe are inaccurate in any material respect. I have not, for
purposes of rendering such opinion, conducted an independent
examination or investigation of official title records (or
abstracts thereof) with respect to property (i) acquired by the
Company prior to the date of the most recent report and/or
opinions of counsel, (ii) as to which title insurance has been
obtained or (iii) the aggregate purchase price of which was not
material.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, I am of the opinion that:
(1) The Company is duly organized and validly
existing as a corporation in good standing under the laws of
the State of Louisiana, has due corporate power and
authority to conduct the business that it is described as
conducting in the Prospectus and to own and operate the
properties owned and operated by it in such business and is
duly qualified to conduct such business in the State of
Louisiana.
(2) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances as defined in the Mortgage and to minor defects
and encumbrances customarily found in properties of like
size and character that do not materially impair the use of
such properties by the Company. The description of such
properties set forth in the Mortgage is adequate to
constitute the Mortgage as a lien thereon; and subject to
paragraph (3) hereof, the Mortgage, subject only to such
minor defects and Excepted Encumbrances, constitutes a
valid, direct and first mortgage lien upon said properties,
which include substantially all of the permanent physical
properties and franchises of the Company (other than those
expressly excepted). All permanent physical properties and
franchises (other than those expressly excepted) acquired by
the Company after the date of the Supplemental Indenture
will, upon such acquisition, become subject to the lien of
the Mortgage, subject, however, to such Excepted
Encumbrances and to liens, if any, existing or placed
thereon at the time of the acquisition thereof by the
Company and except as may be limited by bankruptcy law.
(3) It will be necessary to record the
Supplemental Indenture in all the Parishes in Louisiana in
which the Company owns property and to file with the
Recorder of Mortgages for the Parish of Orleans, Louisiana,
a Louisiana Form UCC-3 amending UCC File No. 36-58323 to
include the Supplemental Indenture before the liens created
by the Supplemental Indenture become effective as to and
enforceable against third parties. However, all permanent
physical properties and franchises of the Company (other
than those expressly excepted in the Mortgage) presently
owned by the Company are subject to the lien of the
Mortgage, subject to minor defects and Excepted Encumbrances
of the character referred to in paragraph (2) hereof.
(4) The Mortgage has been duly and validly
authorized by all necessary corporate action on the part of
the Company, has been duly and validly executed and
delivered by the Company, is a legal, valid and binding
instrument of the Company enforceable against the Company in
accordance with its terms, except (i) as may be limited by
the laws of the State of Louisiana, where the property
covered thereby is located, affecting the remedies for the
enforcement of the security provided for therein, which laws
do not, in my opinion, make inadequate remedies necessary
for the realization of the benefits of such security, and
(ii) 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 is
qualified under the Trust Indenture Act, and no proceedings
to suspend such qualification have been instituted or, to my
knowledge, threatened by the Commission.
(5) The Bonds have been duly and validly
authorized by all necessary corporate action on the part of
the Company and are legal, valid and binding obligations of
the Company enforceable against 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 are entitled to the benefit of the
security afforded by the Mortgage.
(6) The statements made in the Prospectus under
the captions "Description of the First Mortgage Bonds,"
insofar as they purport to constitute summaries of the
documents referred to therein, or of the benefits purported
to be afforded by such documents (including, without
limitation, the lien of the Mortgage), constitute accurate
summaries of the terms of such documents and of such
benefits in all material respects.
(7) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(8) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the
Registration Statements, at the Effective Date, and the
Prospectus, at the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities
Act and (except with respect to the Statements of
Eligibility upon which I do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations
of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions
thereof filed with the Commission pursuant to the Exchange
Act, and incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with
the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statements have become, and on the date hereof
are, effective under the Securities Act; and, to the best of
my knowledge, no stop order suspending the effectiveness of
the Registration Statements has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(9) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; to the best
of my knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of
any governmental body (other than under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Amended and
Restated Articles of Incorporation or the Company's By-laws,
as amended, (b) will not violate any provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance on or security
interest in (except as contemplated by the Mortgage) any of
the assets of the Company pursuant to the provisions of, any
mortgage, indenture, contract, agreement or other
undertaking known to me (having made due inquiry with
respect thereto) to which the Company is a party or which
purports to be binding upon the Company or upon any of its
assets, and (c) will not violate any provision of any law or
regulation applicable to the Company or, to the best of my
knowledge (having made due inquiry with respect thereto),
any provision of any order, writ, judgment or decree of any
governmental instrumentality applicable to the Company
(except that various consents of, and filings with,
governmental authorities may be required to be obtained or
made, as the case may be, in connection or compliance with
the provisions of the securities or blue sky laws of any
jurisdiction).
In connection with the preparation by the Company of the
Registration Statements and the Prospectus, I have had
discussions with certain of the officers, employees, and
representatives of the Company and Entergy Services, Inc., with
other counsel for the Company, and with the independent certified
public accountants of the Company who audited certain of the
financial statements included or incorporated by reference in the
Registration Statements. My examination of the Registration
Statements and the Prospectus and the above-mentioned discussions
did not disclose to me any information which gives me reason to
believe that the Registration Statements, at the Effective Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time it was filed with the Commission pursuant
to Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. I do not express any opinion or belief as
to (i) the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statements or the Prospectus, (ii) the Statements of Eligibility
or (iii) the information contained in the Prospectus under the
caption "Book-Entry Only Securities."
I have examined the portions of the information contained in
the Registration Statements that are stated therein to have been
made on my authority, and I believe such information to be
correct. I have examined the opinions of even date herewith
rendered to you by Thelen Reid & Priest LLP and Winthrop,
Stimson, Putnam & Roberts and concur in the conclusions expressed
therein insofar as they involve questions of Louisiana law.
With respect to the opinions set forth in paragraphs (4) and
(5) above, I call your attention to the fact that the provisions
of the Atomic Energy Act of 1954, as amended, and the regulations
promulgated thereunder impose certain licensing and other
requirements upon persons (such as the Trustees or other
purchasers pursuant to the remedial provisions of the Mortgage)
who seek to acquire, possess or use nuclear production
facilities.
I am a member of the Louisiana Bar and do not hold myself
out as an expert on the laws of any jurisdiction other than the
State of Louisiana and the United States of America. As to all
matters of New York law, I have relied, with your approval, upon
the opinion of even date herewith addressed to you of Thelen Reid
& Priest LLP.
The opinion set forth above is solely for your benefit in
connection with the Underwriting Agreement and the transactions
contemplated thereunder and it may not be relied upon in any
manner by any other person or for any other purpose, without my
prior written consent, except that Thelen Reid & Priest LLP and
Winthrop, Stimson, Putnam & Roberts may rely on this opinion as
to all matters of Louisiana law in rendering their opinions
required to be delivered under the Underwriting Agreement.
Very truly yours,
Denise C. Redmann
Senior Counsel-
Corporate and Securities
<PAGE>
EXHIBIT B
[Letterhead of Thelen Reid & Priest LLP]
May ___, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We, together with Denise C. Redmann, Esq., Senior
Counsel-Corporate and Securities of Entergy Services, Inc., have
acted as counsel for Entergy Louisiana, Inc., a Louisiana
corporation (the "Company"), in connection with the issuance and
sale to you pursuant to the Underwriting Agreement, effective May
18, 2000 (the "Underwriting Agreement"), between the Company and
you, of $150,000,000 aggregate principal amount of its First
Mortgage Bonds, 8 1/2% Series due June 1, 2003 (the "Bonds"),
issued pursuant to the Company's Mortgage and Deed of Trust,
dated as of April 1, 1944, with The Bank of New York (successor
to Harris Trust Company of New York), as Corporate Trustee (the
"Corporate Trustee"), and Stephen J. Giurlando (successor to Mark
F. McLaughlin), as Co-Trustee, as heretofore amended and
supplemented by all indentures amendatory thereof and
supplemental thereto, and as it will be further amended and
supplemented by the Fifty-fifth Supplemental Indenture, dated as
of May 15, 2000 (the "Supplemental Indenture") (the Mortgage and
Deed of Trust as so amended and supplemented being hereinafter
referred to as the "Mortgage"). This opinion is being rendered
to you at the request of the Company. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to
such terms in the Underwriting Agreement.
In our capacity as such counsel, we have either participated
in the preparation of or have examined and are familiar with:
(a) the Company's Amended and Restated Articles of Incorporation
and the Company's By-Laws, as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the Registration Statements and
the Prospectus; (e) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Supplemental Indenture and the Underwriting Agreement; and (f)
the proceedings before and the order entered by the Commission
under the Holding Company Act relating to the issuance and sale
of the Bonds by the Company. We have also examined or caused to
be examined such other documents and have satisfied ourselves as
to such other matters as we have deemed necessary in order to
render this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to the originals
of the documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter
documents. We have not examined the Bonds, except a specimen
thereof, and we have relied upon a certificate of the Corporate
Trustee as to the authentication and delivery thereof.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by
the Company, is a legal, valid and binding instrument of the
Company enforceable against the Company in accordance with
its terms, except (i) as may be limited by the laws of the
State of Louisiana, where the property covered thereby is
located, affecting the remedies for the enforcement of the
security provided for therein, and (ii) 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 is qualified under the Trust Indenture
Act, and no proceedings to suspend such qualification have
been instituted or, to our knowledge, threatened by the
Commission.
(2) The Bonds have been duly and validly authorized by
all necessary corporate action on the part of the Company
and are legal, valid and binding obligations of the Company
enforceable against 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
are entitled to the benefit of the security afforded by the
Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the First Mortgage Bonds," insofar
as they purport to constitute summaries of the documents
referred to therein, constitute accurate summaries of the
terms of such documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the
Registration Statements, at the Effective Date, and the
Prospectus, at the time it was filed with the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities
Act and (except with respect to the Statements of
Eligibility, upon which we do not pass) the Trust Indenture
Act, and the applicable instructions, rules and regulations
of the Commission thereunder or pursuant to said
instructions, rules and regulations are deemed to comply
therewith; and, with respect to the documents or portions
thereof filed with the Commission pursuant to the Exchange
Act, and incorporated or deemed to be incorporated by
reference in the Prospectus pursuant to Item 12 of Form S-3,
such documents or portions thereof, on the date filed with
the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; the
Registration Statements have become, and on the date hereof
are, effective under the Securities Act; and, to the best of
our knowledge, no stop order suspending the effectiveness of
the Registration Statements has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(6) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the
issuance and sale of the Bonds by the Company; to the best
of our knowledge, said order is in full force and effect; no
further approval, authorization, consent or other order of
any governmental body (other than under the Securities Act
or the Trust Indenture Act, which have been duly obtained,
or in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction) is legally
required to permit the issuance and sale of the Bonds by the
Company pursuant to the Underwriting Agreement; and no
further approval, authorization, consent or other order of
any governmental body is legally required to permit the
performance by the Company of its obligations with respect
to the Bonds or under the Mortgage and the Underwriting
Agreement.
In passing upon the forms of the Registration Statements and
the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statements and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration
Statements and the Prospectus, we have had discussions with
certain officers, employees and representatives of the Company
and Entergy Services, Inc., with other counsel for the Company,
and with the independent certified public accountants of the
Company who audited certain of the financial statements included
or incorporated by reference in the Registration Statements. Our
examination of the Registration Statements and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that the Registration Statements, at
the Effective Date, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, at the time it was filed with
the Commission pursuant to Rule 424(b) and at the date hereof,
contained or contains any untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading. We do not express
any opinion or belief as to (i) the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statements or the Prospectus, (ii)
the Statements of Eligibility or (iii) the information contained
in the Prospectus under the caption "Book-Entry Only Securities."
With respect to the opinions set forth in paragraphs (1) and
(2) above, we call your attention to the fact that the provisions
of the Atomic Energy Act of 1954, as amended, and the regulations
promulgated thereunder impose certain licensing and other
requirements upon persons (such as the Trustees or other
purchasers pursuant to the remedial provisions of the Mortgage)
who seek to acquire, possess or use nuclear production
facilities.
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 jurisdiction other than the State of New York and the
United States of America. As to all matters of Louisiana law, we
have relied upon the opinion of even date herewith addressed to
you by Denise C. Redmann, Esq., Senior Counsel-Corporate and
Securities of Entergy Services, Inc. We have not examined into
and are not passing upon matters relating to incorporation of the
Company, titles to property, franchises or the lien of the
Mortgage.
The opinion set forth above is solely for your benefit in
connection with the Underwriting Agreement and the transactions
contemplated thereunder and it may not be relied upon in any
manner by any other person or for any other purpose, without our
prior written consent, except that Denise C. Redmann, Esq.,
Senior Counsel-Corporate and Securities of Entergy Services,
Inc., may rely on this opinion as to all matters of New York law
in rendering her opinion required to be delivered under the
Underwriting Agreement.
Very truly yours,
THELEN REID & PRIEST LLP
<PAGE>
EXHIBIT C
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
May __, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel for you as the Underwriter of
$150,000,000 aggregate principal amount of First Mortgage Bonds,
8 1/2% Series due June 1, 2003 (the "Bonds"), issued by Entergy
Louisiana, Inc., a Louisiana corporation (the "Company"), under
the Company's Mortgage and Deed of Trust, dated as of April 1,
1944, with The Bank of New York (successor to Harris Trust
Company of New York), as Corporate Trustee (the "Corporate
Trustee"), and Stephen J. Giurlando (successor to Mark F.
McLaughlin), as Co-Trustee (the "Co-Trustee" and, together with
the Corporate Trustee, the "Trustees"), as heretofore amended and
supplemented by all indentures amendatory thereof and
supplemental thereto, and as it will be further amended and
supplemented by the Fifty-fifth Supplemental Indenture, dated as
of May 15, 2000 (the Mortgage and Deed of Trust as so amended and
supplemented being hereinafter referred to as the "Mortgage"),
pursuant to the Underwriting Agreement between you and the
Company effective May 18, 2000 (the "Underwriting Agreement").
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
jurisdiction other than the State of New York and the United
States of America. We have, with your consent, relied upon an
opinion of even date herewith addressed to you by Denise C.
Redmann, Esq., Senior Counsel-Corporate and Securities of Entergy
Services, Inc., as to all matters of Louisiana law related to
this opinion. We have reviewed said opinion and believe that it
is satisfactory. We have also reviewed the opinion of Thelen
Reid & Priest LLP required by Section 7(d) of the Underwriting
Agreement, and we believe that said opinion is satisfactory.
We have reviewed, and have relied as to matters of fact
material to this opinion upon, the documents delivered to you at
the closing of the transactions contemplated by the Underwriting
Agreement, and we have reviewed such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to enable us to render this opinion. As to
such matters of fact material to this opinion, we have relied
upon representations and certifications of the Company in such
documents and in the Underwriting Agreement, and upon statements
in the Registration Statements. In such review, we have assumed
the genuineness of all signatures, the legal capacity of natural
persons, the conformity to the originals of the documents
submitted to us as certified or photostatic copies, the
authenticity of the originals of such documents and all documents
submitted to us as originals and the correctness of all
statements of fact contained in all such original documents. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Corporate Trustee as to the
authentication and delivery of the Bonds by the Corporate Trustee
and as to the authorization, execution and delivery of the
Supplemental Indenture by the Corporate Trustee. We have not
examined into, and are expressing no opinion or belief as to
matters relating to, titles to property, franchises or the lien
of the Mortgage. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the
Underwriting Agreement.
Subject to the foregoing and to the further exceptions and
qualifications set forth below, we are of the opinion that:
(1) The Mortgage has been duly and validly authorized
by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by
the Company, and is a legal, valid and binding instrument of
the Company enforceable against the Company in accordance
with its terms, except as limited by (i) the laws of the
State of Louisiana, where the property covered thereby is
located, affecting the remedies for the enforcement of the
security purported to be provided for therein, (ii)
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and general
equitable principles (whether considered in a proceeding in
equity or at law), and (iii) an implied covenant of
reasonableness, good faith and fair dealing; and, to the
best of our knowledge, the Mortgage is qualified under the
Trust Indenture Act, and no proceedings to suspend such
qualification have been instituted or threatened by the
Commission.
(2) The Bonds have been duly and validly authorized by
all necessary corporate action on the part of the Company
and are legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their
terms, except as limited by 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) an implied
covenant of reasonableness, good faith and fair dealing and
are entitled to the benefit of the security purported to be
afforded by the Mortgage.
(3) The statements made in the Prospectus under the
captions "Description of the Bonds" and "Description of the
First Mortgage Bonds," insofar as they purport to constitute
summaries of the documents referred to therein, constitute
accurate summaries of the terms of such documents in all
material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(5) An appropriate order has been issued by the
Commission under the Holding Company Act, authorizing the
issuance and sale of the Bonds by the Company, and to the
best of our knowledge, such order is in full force and
effect; and no further approval, authorization, consent or
other order of any governmental body (other than under the
Securities Act or the Trust Indenture Act or in connection
or compliance with the provisions of the securities or blue
sky laws of any jurisdiction) is legally required to permit
the issuance and sale of the Bonds by the Company pursuant
to the Underwriting Agreement.
(6) Except in each case as to the financial statements
and other financial or statistical data included or
incorporated by reference therein, upon which we do not
pass, the Registration Statements, at the Effective Date,
and the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424(b), complied as to form in
all material respects with the applicable requirements of
the Securities Act and (except with respect to the
Statements of Eligibility, upon which we do not pass) the
Trust Indenture Act, and the applicable instructions, rules
and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations are deemed to
comply therewith; and, with respect to the documents filed
with the Commission pursuant to the Exchange Act, and
incorporated or deemed to be incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3, such
documents, on the date filed with the Commission, complied
as to form in all material respects with the applicable
provisions of the Exchange Act, and the applicable
instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith. To the best of
our knowledge, the Registration Statements have become, and
on the date hereof are, effective under the Securities Act
and no stop order suspending the effectiveness of the
Registration Statements has been issued and no proceedings
for that purpose are pending or threatened under Section
8(d) of the Securities Act.
In passing upon the form of the Registration Statements and
the form of the Prospectus, we necessarily assume the
correctness, completeness and fairness of the statements made by
the Company and information included or incorporated by reference
in the Registration Statements and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (3) above. In connection
with the preparation by the Company of the Registration
Statements and the Prospectus, we have had discussions with
certain officers, employees and representatives of the Company
and Entergy Services, Inc., with counsel for the Company and with
your representatives. Our review of the Registration Statements
and the Prospectus and the above-mentioned discussions did not
disclose to us any information that gives us reason to believe
that the Registration Statements, at the Effective Date,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading or that the
Prospectus, at the time it was filed with the Commission pursuant
to Rule 424(b) and at the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to (i) the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statements or the Prospectus or (ii) the Statements of
Eligibility.
With respect to the opinions set forth in paragraphs (1) and
(2) above, we call your attention to the fact that (i) Section 42
of the Mortgage provides that the Company will promptly record
and file the Supplemental Indenture in such manner and in such
places as may be required by law in order to fully preserve and
protect the security of the bondholders and all rights of the
Trustees and (ii) the provisions of the Atomic Energy Act of
1954, as amended, and regulations promulgated thereunder impose
certain licensing and other requirements upon persons (such as
the Trustees under the Mortgage or other purchasers pursuant to
the remedial provisions of the Mortgage) who seek to acquire,
possess or use nuclear production facilities.
This opinion is solely for your benefit in connection with
the Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose, without our prior written
consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT D
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Item
Annual Report on Form 10-
K for the year ended
December 31, 1999
"SELECTED FINANCIAL DATA 103 The amounts of electric
- FIVE-YEAR COMPARISON" operating revenues (by
source) for the twelve month
periods ended December 31,
1999, 1998 and 1997
Quarterly Report on Form
10-Q for the quarterly
period ended March 31,
2000
"SELECTED OPERATING 46 The amounts of electric
RESULTS" operating revenues (by
source) for the three month
periods ended March 31, 2000
and 1999
