EXHIBIT F-1(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 Senior Counsel for Entergy Services, Inc., 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
Entergy in the Proposed Transactions will have been compiled
with.
2. The Guarantees will be valid and binding obligations of
Entergy in accordance with the terms of such instruments.
3. The consummation of the Proposed Transactions by
Entergy will not violate the legal rights of the holders of
any securities issued by Entergy or any associate company
thereof.
I am a member of the Louisiana 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/ Denise C. Redmann
Denise C. Redmann
