UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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In the Matter of :
: CERTIFICATE
ENTERGY CORPORATION : PURSUANT
ENTERGY POWER, INC. : TO RULE 24
:
File No. 70-9305 :
:
(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 proposed by
Entergy Corporation ("Entergy') and Entergy Power, Inc.
("EPI"), in their joint Declaration on Form U-1, as amended,
in the above -styled Application-Declaration File No. 70-
9305 (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 October 9, 1998 (the "Order").
On March 1, 1999, EPI made a cash payment to Entergy in
the amount of $30,000,000 out of EPI's unearned surplus,
which payment constituted proceeds of the sale of (1) a
7.13% undivided interest in Unit No. 2 of the Independence
Steam Electric Generating Station; (2) a 3.56% undivided
interest in the Certificate of Environmental Compatibility
and Public Need; (3) a 3.56% undivided interest in the land
and common facilities at the Independence Station; (4) a
3.56% undivided interest in certain leases, mine facilities
and equipment located in Wyoming and (5) a 5.49% undivided
interest in certain other assets in Wyoming by EPI to East
Texas Electric Cooperative, Inc. 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 9th day of March
1999.
ENTERGY CORPORATION
By /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and
Secretary
ENTERGY POWER, INC.
By /s/ Michael G. Thompson
Michael G. Thompson
Vice President and
Secretary
Exhibit F-1
March 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I have acted as counsel to Entergy Power, Inc. (EPI) and
am familiar with the transactions (the "Transactions")
described in the Application-Declaration (the "Declaration")
on Form U-1, as amended (File No. 70-9305), filed by Entergy
Corporation and EPI with the Securities and Exchange
Commission (the "SEC") under the Public Utility Holding
Company Act of 1935, as amended. I have examined, among other
things, the Declaration, the order of the SEC dated October 9,
1998 and such other documents, certificates and corporate
records and such matters of law, as I have deemed necessary to
for the basis of this opinion.
Based upon the forgoing, I advise you that in my opinion:
(a) all actions necessary to make valid the
Transactions have been taken;
(b) the Company has lawfully made a
distribution to Entergy Corporation out of the
Company's unearned surplus;
(c) all state laws that relate or are applicable
to the Transactions have been complied with; and
(d) the consummation of the Transactions has not
violated the legal rights of the holders of any
securities issued by the Company or any associate
company thereof.
I am a member of the bar of the States of Louisiana and
Texas and do not hold myself out as an expert on the laws of any
other state.
My consent is hereby given to the use of this opinion as an
exhibit to the Certificate pursuant to Rule 24.
Very truly yours,
/s/ Laurence M. Hamric
Laurence M. Hamric
