UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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:
In the Matter of :
: SECOND
ENTERGY CORPORATION : CERTIFICATE PURSUANT
ENTERGY POWER, INC. : TO RULE 24
:
File No. 70-8845 :
:
(Public Utility Holding Company :
Act of 1935) :
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This is to certify, pursuant to Rule 24 under the Public
Utility Holding Company Act of 1935, as amended, that the
transactions described below, which were transactions proposed by
Entergy Corporation ("Entergy") and Entergy Power, Inc., ("EPI")
in their joint Declaration on Form U-1, as amended, in the above
File (the "Declaration"), have been carried out in accordance
with the terms and conditions of, and for the purposes
represented by, said Declaration, and pursuant to the Order of
the Securities and Exchange Commission with respect thereto,
dated June 18, 1996 (the "Order").
On July 1, 1996, EPI made a cash payment to Entergy in the
amount of $50,000,000 out of EPI's unearned surplus. EPI made no
further payments to Entergy out of EPI's unearned surplus
pursuant to the Order.
Filed herewith and incorporated herein by reference is the
following exhibit:
F-1 - Post-effective Opinion of Counsel to EPI
IN WITNESS WHEREOF, the undersigned companies have
caused this certificate to be executed this 22nd day of December,
1998.
ENTERGY CORPORATION
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel & Secretary
ENTERGY POWER, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
EXHIBIT F-1
December 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8845
Entergy Power, Inc.; Entergy Corporation - Declaration
with Respect to Payment of Dividends from Unearned
Surplus
Ladies and Gentlemen:
I am General Counsel of Entergy Power, Inc. ("EPI") and
am familiar with the transactions described (the "Transactions")
in the Declaration on Form U-1, as amended (the "Declaration"),
filed with the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, as amended, in the
above-referenced File. I have examined, among other things, the
Declaration and such other documents, certificates and corporate
records, and such matters of law, as I have deemed necessary to
form the basis of this opinion.
Based upon the foregoing, it is my opinion that:
1. All actions necessary to make valid the Transactions have
been taken.
2. (a) All state laws applicable to the Transactions have been
complied with; (b) EPI has lawfully made a distribution to
Entergy Corporation out of EPI's unearned surplus, as described
in the Declaration; and (c) the consummation of the Transactions
has not violated the legal rights of the holders of any
securities issued by EPI or any associate company thereof.
I am a member of the Oklahoma bar and do not hold
myself out as an expert on the laws of any other state.
I hereby consent to the use of this opinion as an
exhibit to the Second Certificate Pursuant to Rule 24 in the
above-referenced File.
Very truly yours,
/s/ Christopher J. Bernard
Christopher J. Bernard
