Exhibit 5(b)
January 11, 2001
Entergy Mississippi, Inc.
308 East Pearl Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3,
including the exhibits thereto, which Entergy Mississippi, Inc.
(the "Company") proposes to file with the Securities and Exchange
Commission (the "Commission") on or shortly after the date
hereof, 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
aggregate principal amount of 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 amended and 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 by the Company of the Bonds and the
Debt Securities will have been taken when:
(a) the Company's said 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) an Application-Declaration on Form U-1
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) appropriate action shall have been taken by the
Board of Directors of the Company and/or, when authorized,
by an authorized officer of the Company for the purpose of
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
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
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).
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 New York 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 Mississippi law, we have
relied upon an opinion of even date herewith addressed to you by
Wise Carter Child & Caraway, Professional Association.
We hereby consent to the use of this opinion as an exhibit
to the Company's Registration Statement on Form S-3 and consent
to such references to our firm as may be made in the Registration
Statement and in the Prospectus constituting a part thereof.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
