EXHIBIT F-1
November 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
With respect to the application-declaration on Form U-1
(File No. 70-9757) (the "Application-Declaration"), filed by
Entergy Mississippi, Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "Act")
contemplating, from time to time through December 31, 2005, among
other things, (a) the issuance and sale by the Company in a
combined aggregate principal amount not to exceed $540,000,000 of
(i) one or more series of its first mortgage bonds ("Bonds")
under its Mortgage and Deed of Trust, dated 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 (ii) one or more series of its debentures
("Debentures") under either a debenture indenture or a
subordinated debenture indenture; (b) the issuance and sale by
the Company (i) 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 such Entity Interests
and such equity contribution not to be included in the above-
referenced combined $540,000,000 aggregate principal amount of
Bonds and/or Debentures included in (a) above), 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 (ii) 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 $50,000,000); (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 $46,000,000, including the
possible issuance and pledge of one or more series of the
Company's first mortgage bonds ("Collateral Bonds") in an
aggregate principal amount not to exceed $52,000,000 as security
for the Tax-Exempt Bonds (such principal amount of Collateral
Bonds not to be included in the principal amount of Bonds set
forth in subsection (a)(i) above) and/or the possible issuance of
one of more promissory notes ("Notes") in an aggregate principal
amount not to exceed $52,000,000 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 $100,000,000 ("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 $115,000,000 as security for the Municipal
Securities (such principal amount of Municipal Collateral Bonds
not to be included in the principal amount of Bonds set forth in
subsection (a)(i) above or in the principal amount of Collateral
Bonds set forth in section (c) above) and/or the possible
issuance of one or more promissory notes ("Municipal Notes") in
an aggregate principal amount not to exceed $115,000,000 in
connection with the execution of one or more loan agreements as
security for the Municipal Securities (such principal amount of
Municipal Notes not to be included in the principal amount of
Notes set forth in section (c) above); all as more fully
described in said Application-Declaration, we advise as follows:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Mississippi.
2. All action necessary to make valid the participation by
the Company in the said 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 transaction;
3. 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
proposed parties thereto; and
a. 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 (including, if applicable,
Collateral Bonds and Notes) shall have been appropriately
issued and delivered in accordance with applicable
authorizations and agreements for the consideration contemplated
therefor under applicable law.
4. 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 that now
exist or are hereafter entered into, and (iii) in
accordance with the appropriate resolutions of the
Board of Directors and certificates of the 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 the so-called "blue-sky" laws, or similar laws,
upon which we do not pass herein) will have been complied
with;
a. 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 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);
5. 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 proposed to be further amended; and
a. 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 Mississippi Bar and do not hold
ourselves out as experts on the laws of any other state. In
giving this opinion, we have relied, as to all matters governed
by the laws of the State of New York, upon an opinion of even
date herewith addressed to you by Thelen Reid & Priest LLP,
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,
Wise Carter Child & Caraway
Professional Association
/s/ Betty Toon Collins
Betty Toon Collins
