Exhibit F
December 11, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Ladies and Gentlemen:
Referring to the Application-Declaration on Form U-1, as
amended (File No. 70-9749) (hereinafter referred to as the
"Application"), filed with the Securities and Exchange Commission
(the "Commission") under the Public Utility Holding Company Act
of 1935, as amended (the "Act"), by Entergy Corporation (the
"Company") contemplating, among other things, (A) the issuance
and sale by the Company of not to exceed $2 billion in aggregate
amount of (1) its common stock ("Common Stock"), (2) preferred
stock (directly or indirectly through one or more finance
subsidiaries) ("Preferred Stock"), and (3) its secured and/or
unsecured long-term debt and other forms of preferred or equity-
linked securities ("Long-term Debt"), and/or (B) the issuance and
sale by the Company of not to exceed $1.5 billion in aggregate
principal amount of short-term indebtedness having maturities of
one year or less ("Short-term Debt"), and/or (C) the amendment of
its charter to authorize its issuance of Preferred Stock and the
solicitation of proxies in connection with a vote relating
thereto, and/or (D) the entering into hedging transactions,
and/or (E) the acquisition of the equity securities of finance
subsidiaries ("Finance Subsidiaries") and/or (F) the guaranteeing
of securities issued by such Finance Subsidiaries (the
"Guarantees"), all as more fully described in said Application,
we advise as follows:
1. The Company is a corporation validly organized and
existing under the laws of the State of Delaware.
2. All action necessary to make valid the participation by
the Company in the proposed transactions will have been
taken when:
(a) the Application shall have been granted and
permitted to become effective in accordance with the
applicable provisions of the Act;
(b) appropriate final action shall have been taken by
the Board of Directors and/or, when authorized, by an
authorized officer of the Company with respect to the
proposed transactions;
(c) any registration statement required to be filed
with respect to any securities of the Company to be
issued shall have become effective pursuant to the
Securities Act of 1933, as amended (the "Securities
Act"); no stop order shall have been entered with
respect thereto; and the issuance of the securities
shall have been consummated in compliance with or
pursuant to an exemption under the Securities Act and
the rules and regulations thereunder;
(d) the charter shall have been duly amended to
authorize the issuance of Preferred Stock;
(e) each of the agreements referred to in the
Application or otherwise related to said proposed
transactions shall have been duly executed and
delivered by each of the parties thereto;
(f) all consents, waivers and releases, if any,
required for the proposed transactions under all
applicable governing corporate documents, contracts,
agreements, debt instruments, indentures, franchises,
licenses and permits; and
(g) the Common Stock, the Preferred Stock, the Long-
term Debt, the Short-term Debt and the Guarantees shall
have been appropriately issued and delivered in
accordance with applicable authorizations and
agreements for the consideration contemplated and which
is valid and properly fixed consideration therefore
under applicable law.
3. When the foregoing steps shall have been taken and in
the event said proposed transactions are otherwise
consummated (i) in accordance with the Application and the
related order or orders of the Commission, (ii) within the
limits and in accordance with the applicable provisions,
authorizations, covenants and restrictions specified in the
Company's Certificate of Incorporation, as amended and as
proposed to be further amended, and other such indentures,
covenants and agreements which are applicable which now
exist or are hereafter entered into, and (iii) in accordance
with appropriate resolutions of the Board of Directors
and/or certificates of authorized officer(s) of the Company:
(a) all state laws that relate or are applicable to
the participation by the Company in the proposed
transactions (other than so-called "blue-sky" laws or
similar laws, upon which we do not pass herein) will
have been complied with;
(b) the Long-term Debt, the Short-term Debt and/or the
Guarantees will be valid and binding obligations of the
Company in accordance with their terms, except as may
be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar
laws affecting enforcement of mortgagees' and other
creditors' rights and by general equitable principles
(whether considered in a proceeding in equity or at
law);
(c) the Common Stock and/or the Preferred Stock will
be validly issued, fully paid and non-assessable, 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
as it is proposed to be further amended;
(d) the Company will have legally acquired the equity
securities of Finance Subsidiaries being acquired; and
(e) the consummation of the proposed transactions by
the Company will not violate the legal rights of the
holders of any securities issued by the Company or any
associate company thereof.
We are members of the New York Bar and, do not hold
ourselves out as experts on the laws of the state of Delaware,
but we have made a study of such laws as they are involved in the
conclusions stated in this opinion. This opinion is limited to
the laws of the state of New York, the General Corporate Law of
the state of Delaware and the reported judicial decisions
interpreting the Delaware laws, and the federal laws of the
United States of America.
We hereby consent to the use of this opinion as an exhibit
to the Application.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
