Exhibit F-2
New Orleans, Louisiana
June 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Entergy Corporation, a Delaware corporation (the "Company"),
a registered holding company under the Public Utility Holding
Company Act of 1935, as amended, (the "Act") proposes to issue
and sell a total of 20,000,000 shares of its authorized but
unissued common stock, par value $.01 per share ("Common Stock")
pursuant to the Entergy Corporation Dividend Reinvestment and
Stock Purchase Plan (the "Plan"), through December 31, 2005.
In this connection, I have examined the Certificate of
Incorporation of the Company, the bylaws of the Company, each as
amended, the Plan documents, the description of the Plan
contained in the Registration Statement filed on Form S-3
pursuant to the Securities Act of 1933, as amended, ( the
"Securities Act") with respect to the Plan (Registration No. 333-
02503) (the "1996 Registration Statement"), Registration
Statement and Post Effective Amendment No. 1 filed on Form S-3
pursuant to the Securities Act, (Registration No. 333-22007) (the
"1997 Registration Statement"), and other such documents,
certificates and corporate records, and such matters of law, as I
have deemed necessary for the purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Delaware.
2. All actions necessary to make valid the issuance and
sale by the Company of the Common Stock pursuant to
the Plan described above will have been taken when:
(a) the Application- Declaration and related orders
shall have been granted and permitted to become
effective in accordance with the applicable
provisions of the Act;
(b) the 1996 Registration Statement and the 1997
Registration Statement pursuant to which the Common
Stock has been registered under the Securities Act,
shall have been duly filed and become effective; and
(c) all appropriate final action shall have been taken
by the board of directors, or duly appointed committee
thereof, and/or an authorized officer of the Company
with respect to the proposed transactions.
3. When the foregoing steps have been taken and assuming
(i) the proposed transaction is consummated in
accordance with the Application-Declaration and related
orders of the Commission, (ii) the Common Stock is duly
registered under the Securities Act and the 1996
Registration Statement and 1997 Registration Statement
with respect thereto have been filed, become and remain
effective, (iii) the Board of Directors of the Company,
or duly appointed committee, and/or an authorized
officer, shall have authorized the issuance and sale of
the Common Stock pursuant to and in accordance with the
Plan, (iv) the Common Stock upon issuance is duly
credited to the Plan participants by the administrator
of the Plan, (v) with respect to the certificated shares
of Common Stock issued pursuant to the Plan, the
certificates representing those shares have been duly
executed, countersigned, and registered and delivered,
and (vi) the consideration therefore shall have been
duly received and accepted by the Company:
(a) all state laws that relate or are applicable to
the proposed transaction (other than so called
"blue-sky" laws or similar laws upon which I do
not pass herein) will have been complied with;
(b) the Common Stock will be validly issued, fully
paid and non-accessible, and the holders thereof
will be entitled to the rights and privileges
appertaining thereto set forth in the Company's
Certificate of Incorporation, as amended; and
(c) the consummation of the proposed transaction by
the Company will not violate the legal rights of
the holders of any securities issued by the Company.
I consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ Ann G. Roy
Ann G. Roy
Corporate and Securities
Entergy Services, Inc.
