Exhibit F
January 4, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Entergy Corporation ("Entergy") - File No. 70-9723
Dear Ladies and Gentlemen:
I have read the Statement on Form U-1, as amended, in
the above-referenced proceeding (the "Application") and am
furnishing this opinion with respect to the proposed
transaction described therein, which relates to the
acquisition by Entergy, through one or more non-utility
subsidiaries, of certain types of energy-related non-
utility assets ("Energy-Related Assets"), or of the equity
securities of one or more companies substantially all of
whose physical assets consist of such Energy-Related
Assets. Entergy is proposing to make such acquisitions in
one or more transactions from time to time through
December 31, 2005. Initially, Entergy, through Entergy-
Koch, LP ("Entergy-Koch"), an indirect 50% owned
subsidiary, proposes to acquire all of the issued and
outstanding stock of Koch Gateway Pipeline Company. The
Application also requests authority for Entergy-Koch to
provide guarantees and other forms of credit support to or
on behalf of other non-utility subsidiaries, for Entergy-
Koch and its subsidiaries to pay dividends out of capital
and unearned surplus, subject to applicable corporate law
and any restrictions under financing agreements, and for
Entergy-Koch and its subsidiaries to sell energy
commodities to Entergy's public utility subsidiaries at
cost.
I am of the opinion that, upon the issuance of your
order or orders in this proceeding granting or permitting
the Application to become effective with respect to the
proposed transactions, and in the event that the proposed
transactions are consummated in accordance with said
Application and your order or orders in respect thereto:
(a) all state laws applicable to the proposed
transactions will have been complied with;
(b) Entergy-Koch and Koch Gateway Pipeline Company
are validly organized and duly existing;
(c) Entergy-Koch will legally acquire the Energy-
Related Assets, or the equity securities of
companies (including Koch Gateway Pipeline
Company) substantially all of whose physical
assets consist of Energy-Related Assets; and
(d) the consummation of the proposed transaction
will not violate the legal rights of the
holders of any securities issued by Entergy or
any associate company thereof.
I am an attorney licensed to practice in the State of
Louisiana and have acted as counsel to Entergy in
connection with the proposed transactions. I express no
opinion with respect to the laws of any other State or
jurisdiction.
I hereby give my written consent to the use of this
opinion in connection with the Application.
Very truly yours,
/s/ J. Wayne Anderson
