Exhibit F-2
November 21, 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. 70-9757) (hereinafter referred to 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
Mississippi, Inc. (the "Company") contemplating, from time to
time through December 31, 2005, among other things, (A) the
issuance and sale by the Company of not to exceed $540 million in
aggregate principal amount of (1) its first mortgage bonds
("Bonds") under its Mortgage and Deed of Trust, dated as of
February 1, 1988 (the "Mortgage"), as amended and supplemented,
including one or more Supplemental Indentures thereto under which
the Bonds are to be issued, and/or (2) its Debentures
("Debentures") under a Debenture Indenture or a Subordinated
Debenture Indenture, and/or (B) the issuance and sale by the
Company (1) through one or more special purpose subsidiaries of
the Company, of one or more series of preferred securities of
such subsidiary having a stated liquidation preference ("Entity
Interests"), where the issuance shall involve the issuance of one
or more series of the Company's junior subordinated debentures
("Entity Subordinated Debentures") under an Entity Subordinated
Debenture Indenture to such special purpose subsidiaries, each
series of such Entity Subordinated Debentures to be in an amount
not to exceed the amount of the respective series of Entity
Interests plus an equity contribution by the Company (the Entity
Subordinated Debentures issued to evidence both such Entity
Interests and such equity contribution not to be included in the
above-referenced combined $540 million aggregate principal amount
of Bonds and/or Debentures), and where the payment of
distributions and amounts due upon liquidation of such entity or
redemption of the Entity Interests may be guaranteed by the
Company, and/or (2) of one or more new series of the Company's
preferred stock ("Preferred Stock") (such Entity Interests and
Preferred Stock to be issued in a combined aggregate stated
amount not to exceed $50 million), and/or (C) the entering into
arrangements for the issuance and sale of tax-exempt revenue
bonds ("Tax-Exempt Bonds") in an aggregate principal amount not
to exceed $46 million, including the possible issuance and pledge
of one or more new series of the Company's first mortgage bonds
("Collateral Bonds") in an aggregate principal amount not to
exceed $52 million as security for the Tax-Exempt Bonds (where
such amount is not to be included in the amount of Bonds and/or
Debentures in (A)(1) above), and/or the possible issuance of one
or more promissory notes ("Notes") in an aggregate principal
amount not to exceed $52 million in connection with the execution
of one or more loan agreements as security for the Tax-Exempt
Bonds, and/or (D) the entering into arrangements for the issuance
of municipal securities in an aggregate principal amount not to
exceed $100 million ("Municipal Securities") to be issued in one
or more series through a state or local municipal entity
("Municipal Entity"), including the possible issuance and pledge
of one or more new series of the Company's first mortgage bonds
("Municipal Collateral Bonds") in an aggregate principal amount
not to exceed $115 million as security for the Municipal
Securities (where such amount is not to be included in the amount
of Bonds and/or Debentures in (A)(1) above), and/or the possible
issuance of one or more promissory notes ("Municipal Notes") in
an aggregate principal amount not to exceed $115 million in
connection with the execution of one or more loan agreements as
security for the Municipal Securities, all as more fully
described in said Application-Declaration, we advise as follows:
1. The Company is a corporation validly organized and
existing under the laws of the State of Mississippi.
2. All action necessary to make valid the participation by
the Company in the proposed transactions will have been
taken when:
(a) the Application-Declaration 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) each of the agreements referred to in the
Application-Declaration related to the proposed
transactions described therein shall have been
duly executed and delivered by each of the parties
thereto; and
(d) the Bonds, the Debentures, the Preferred Stock,
the Entity Subordinated Debentures, the Municipal
Securities (including, if applicable, the
Municipal Collateral Bonds and the Municipal
Notes) and/or the Tax-Exempt Bonds (including, if
applicable, the Collateral Bonds and the Notes)
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
therefor under applicable law.
3. When the foregoing steps shall have been taken and in
the event the proposed transactions are otherwise
consummated (i) in accordance with the Application-
Declaration 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 Mortgage,
as supplemented and amended and as proposed to be
further supplemented and amended, the Company's
Restated Articles of Incorporation, as amended and as
proposed to be further amended, and other 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 certificates of authorized officer(s) of
the Company:
(a) all state laws which 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 Bonds, the Debentures, the Entity Subordinated
Debentures, the Municipal Collateral Bonds, the
Municipal Notes, the Collateral Bonds and/or the
Notes 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 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
Restated Articles of Incorporation, as amended and
as they are proposed to be further amended; and
(d) 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, for purposes of this
opinion, do not hold ourselves out as experts on the laws of any
other state. This opinion is limited to the laws of the states
of Mississippi and New York and the federal laws of the United
States of America. In giving this opinion, we have relied, as to
all matters governed by the laws of the state of Mississippi,
upon an opinion of even date herewith addressed to you by Wise
Carter Child & Caraway, Professional Association, counsel to the
Company, which is to be filed as an exhibit to the Application-
Declaration.
We hereby consent to the use of this opinion as an
exhibit to the Application-Declaration.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
