EXHIBIT F-2(a)
July 28, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re Entergy Corporation
File No. 70-9123
Ladies and Gentlemen:
I am General Counsel for Entergy Power Development
Corp., and in my capacity as such I am familiar with the
transactions proposed by Entergy Corporation ("Entergy") and
the other applicants and described in Post-Effective
Amendment No. 1 to the Application-Declaration on Form U-1,
as amended (the "Application"), filed with the Securities
and Exchange Commission (the "Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "Act")
in the above-referenced File. Capitalized terms used herein
and not otherwise defined shall have the meanings set forth
in the Application.
In connection with this opinion, I have examined, among
other things, the Application and such other documents,
certificates and corporate records, and such other matters
of law, as I have deemed necessary to form the basis of this
opinion.
The opinions expressed below are subject to the
following assumptions and conditions:
(a) The transactions proposed in the Application (the
"Proposed Transactions") shall have been duly authorized and
approved, to the extent required by the governing documents
and applicable state laws, by the Board of Directors (or
other equivalent governing body) of Entergy and/or the
applicable Non-utility Company.
(b) The Commission shall have entered an appropriate
supplemental order or orders with respect to the Proposed
Transactions granting and permitting the Application to
become effective under the Act and the rules and regulations
thereunder.
(c) The Proposed Transactions shall have been consummated
in accordance with the Application and the supplemental
order or orders of the Commission issued with respect
thereto.
Based upon the foregoing, it is my opinion that:
1. All state laws applicable to the participation of the
applicable Non-utility Company in the Proposed Transactions
will have been compiled with.
2. The Guarantees will be valid and binding obligations of
the Non-utility Company providing such Guarantees in
accordance with the terms of such instruments.
3. The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities
issued by the Non-utility Companies or any associate company
thereof.
I am a member of the Illinois bar and do not hold
myself out as an expert on the laws of any other state.
I hereby consent to the use of this opinion as an
exhibit to the Application.
Very truly yours,
/s/ Frederick F. Nugent
Frederick F. Nugent
