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. 70-8871 :
:
(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 August 2, 1996 (the "Order").
Pursuant to the Order, on August 2, 1996, EPI sold a portion
of its undivided ownership interest in Unit No. 2 of the
Independence Steam Electric Generating Station and certain
related assets (the "ISES 2 Interest") to City Water & Light
Plant of Jonesboro for a total purchase price of $37.8 million.
On August 8, 1996, EPI made a cash payment to Entergy in the
amount of $25 million out of the proceeds from the sale of the
ISES 2 Interest. EPI applied the remaining proceeds from the
sale to its general corporate purposes.
Filed herewith and incorporated herein by reference is the
following exhibit:
Exhibit F-1 - Post-effective Opinion of Counsel to EPI
IN WITNESS WHEREOF, the undersigned companies have caused
this certificate to be executed this 20TH day of January, 1999.
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
January 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8871
Entergy Power, Inc.; Entergy Corporation - Declaration
with Respect to Sale of Utility Assets and 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 lawfully (x) effected the sale of utility
assets, and (y) made a distribution to Entergy Corporation out of the
unused proceeds of such sale, in each case as described in the
Declaration; and (c) the consummation of the Transactions did not
violate 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
