Entergy Utility Group, Inc. 1ST MTG BD 66 (ENO) S-3 Shelf registration

EXHIBIT 5(b)

                                                                                                            March 12, 2004

Entergy New Orleans, Inc.
c/o Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3, including the exhibits thereto, which Entergy New Orleans, Inc. (the "Company") proposes to file with the Securities and Exchange Commission on or shortly after the date hereof, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of $230,000,000 in aggregate principal amount of its First Mortgage Bonds (the "Bonds") to be issued in one or more new series, and for the qualification under the Trust Indenture Act of 1939, as amended, of the Company's Mortgage and Deed of Trust, dated as May 1, 1987, as heretofore supplemented and modified and as proposed to be further supplemented, under which the Bonds are to be issued.

Subject to the qualifications hereinafter expressed, we are of the opinion that the Bonds, when issued and delivered for the consideration contemplated by, and otherwise as contemplated in, the Registration Statement, will be legally issued and will be binding obligations of the Company.

For purposes of the opinions set forth above, we have assumed (1) that the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Council of the City of New Orleans, and (2) that the Bonds will be issued and delivered in compliance with the due authorization of the Company's Board of Directors and/or the Executive Committee thereof.

We are members of the New York Bar and this opinion is limited to the laws of the States of New York and Louisiana and the United States of America. To the extent that the opinions relate to or are dependent upon matters governed by the laws of Louisiana, we have relied the opinion of Mark G. Otts, Esq., Senior Counsel - - Corporate and Securities of Entergy Services, Inc. which is being filed as Exhibit 5(a) to the Registration Statement.

We hereby consent to the filing of this opinion as Exhibit 5(b) to the Registration Statement and to the references to our firm, as counsel, in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Thelen Reid & Priest LLP

THELEN REID & PRIEST LLP