Exhibit 5(a)
January 11, 2001
Entergy Mississippi, Inc.
308 East Pearl Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-3,
including the exhibits thereto, to be filed on or about the date
hereof with the Securities and Exchange Commission (the
"Commission") by Entergy Mississippi, Inc. (the "Company") for
the registration under the Securities Act of 1933, as amended
(the "Securities Act") of $485,000,000 in aggregate principal
amount of its First Mortgage Bonds (the "Bonds") and /or its Debt
Securities (the "Debt Securities"), each to be issued in one or
more new series, and for the qualification under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") of
the Company's Mortgage and Deed of Trust, as heretofore
supplemented and as proposed to be further supplemented, under
which the Bonds are to be issued (the "Mortgage") and the
Company's Indenture for the Debt Securities, under which the Debt
Securities are to be issued (the "Indenture"), we advise you that
in our opinion:
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 and legal the
proposed issuance and sale of the Bonds and the Debt
Securities by the Company will have been taken when:
a. the Company's Registration Statement on Form S-3,
as it may be amended, shall have become effective
in accordance with the applicable provisions of
the Securities Act, and a supplement or
supplements to the prospectus specifying certain
details with respect to the offering or offerings
of the Bonds and the Debt Securities shall have
been filed with the Commission, and both the
Mortgage and the Indenture shall have been
qualified under the Trust Indenture Act;
b. the Company's Application-Declaration on Form U-1,
File No. 70-9757, as amended and as it may be
further amended, contemplating, among other
things, the issuance and sale of the Bonds and the
Debt Securities, shall have become effective with
respect to the issuance and sale of the Bonds and
the Debt Securities in accordance with an
appropriate order or orders of the Commission
under the Public Utility Holding Company Act of
1935, as amended;
c. the Company's Board of Directors and/or, when
authorized, an authorized officer of the Company
thereof shall have taken appropriate action
authorizing the consummation of the issuance and
sale of the Bonds and/or the issuance and sale of
the Debt Securities;
d. the proposed supplemental indenture relating to
the Bonds being issued, supplemental to the
Company's Mortgage, shall have been duly executed
and delivered; and
e. the Bonds and the Debt Securities shall have been
issued and delivered for the consideration
contemplated by, and otherwise in conformity with,
the acts, proceedings and documents referred to
above.
3. When the foregoing steps applicable to the Bonds and
the Debt Securities, respectively, have been taken, the
Bonds and the Debt Securities, respectively, will have
been legally issued and will be valid and binding
obligations of the Company enforceable in accordance
with their terms, except as may be limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting the
enforcement of mortgagees' and other creditors' rights
and by general equitable principles (whether considered
in a proceeding in equity or at law).
This opinion does not pass upon the matter of compliance
with "blue sky" laws or similar laws relating to the sale or
distribution of the Bonds and the Debt Securities by
underwriters.
We are members of the Mississippi Bar and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of
any other state. As to all matters of New York law, we have
relied upon an opinion of even date herewith addressed to you by
Thelen Reid & Priest LLP of New York, New York, which is filed as
an exhibit to said Registration Statement.
We hereby consent to the use of this opinion as an exhibit
to the Company's said Registration Statement on Form S-3, and we
also consent to such references to our firm as may be made in
said Registration Statement and in the Prospectus constituting a
part thereof.
Very truly yours,
WISE CARTER CHILD & CARAWAY
Professional Association
BY: /s/ Betty Toon Collins
Betty Toon Collins
