EXHIBIT F-2
[OPINION OF ANN G. ROY, ESQ.]
July 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I am familiar with the proposed transactions described
in the Application-Declaration on Form U-1, including any
amendments and exhibits thereto (the "Application-
Declaration"), filed by Entergy Corporation, a Delaware
corporation ("Entergy"), with the Securities and Exchange
Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended, concerning the
proposed adoption by Entergy of its 2000 Equity Awards Plan
(the "2000 Equity Awards Plan ") and related transactions.
With respect to any shares of Common Stock, $0.01 par value,
of Entergy ("Shares") which will be acquired on the open
market for use pursuant to the 2000 Awards Plan, I have
assumed that (a) all actions required to be taken and other
conditions required to be met by or on behalf of Entergy
under Delaware law in connection with the acquisition of
such Shares on the open market will be taken and satisfied,
and (b) such Shares were, or will be, when originally issued
and prior to their acquisition on the open market, validly
issued, fully paid and non-assessable.
I am of opinion that:
(a) Entergy is a corporation duly organized and
validly existing under the laws of the State of Delaware;
(b) In the event that the proposed transactions are
consummated in accordance with the Application-Declaration
and the order(s) of the Commission issued with respect
thereto and in accordance with the terms of the 2000 Awards
Plan:
(a) any Shares that may be issued or sold will be
validly issued, fully paid and non-assessable, and the
holders thereof will be entitled to the rights and
privileges pertaining thereto as set forth in Entergy's
Certificate of Incorporation; and
(b) the legal rights of the holders of any securities
issued by Entergy or any associate company thereof will not
be violated.
This opinion does not pass on "blue sky" laws which may
apply to the distribution of the Shares.
I am a member of the Bars of Louisiana and Mississippi
do not hold myself out as an expert on the laws of any other
jurisdiction, although I have made a study of the laws of
other jurisdictions insofar as they are involved in the
opinions stated herein.
I hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Ann G. Roy
Ann G. Roy, Esq.
