Exhibit F
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, NW
Washington, D.C. 20549
September 7, 2000
Re: Entergy Corporation: Proxy Solicitation
Declaration
Ladies and Gentlemen:
Entergy Corporation ("Entergy") has filed a
Form U-1 declaration ("Declaration") with the Securities
and Exchange Commission for the purpose of obtaining
approval to solicit the proxies of holders of Entergy
common stock in connection with its proposed merger with
FPL Group, Inc. With respect to the Declaration and the
transactions proposed and described in it, I wish to
advise you as follows:
I am of the opinion that Entergy is a corporation
validly organized and duly existing under the laws
of the state in which it was incorporated.
I am further of the opinion that, in the event that
the proposed transactions are consummated in
accordance with the Declaration:
(a) all state laws applicable to the proposed
transactions will have been complied with;
and
(b) consummation of the proposed transactions
will not violate the legal rights of the
holders of any securities issued by
Entergy or any associate company thereof.
I hereby consent to the filing of this opinion
as an exhibit to the Declaration.
Very truly yours,
/s/ Denise C. Redmann
Denise C. Redmann
