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

Entergy Services, Inc.
639 Loyola Avenue (70113)
P.O. Box 61000
New Orleans, LA 70161
Tel: 504-576-4257
Fax: 504-576-4150
e-mail: jceris1@entergy.com

 

Joseph J. Cerise
Senior Counsel
Legal Services Department

Exhibit 5.01

November 21, 2008

Entergy New Orleans, Inc.
1600 Perdido Street, Building 529
New Orleans, Louisiana 70112

Gentlemen:

I have acted as counsel for Entergy New Orleans, Inc., a Louisiana corporation (the "Company"), in connection with the filing by the Company of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of $125,000,000 in aggregate principal amount of First Mortgage Bonds of the Company (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 of May 1, 1987, as heretofore supplemented and modified and as proposed to be further supplemented (the "Indenture"), between the Company and The Bank of New York Mellon, successor corporate trustee, and Stephen J. Giurlando, successor co-trustee.

Subject to the qualifications hereinafter expressed, I am 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 opinion expressed above, I have assumed that (1) the Bonds will be issued and delivered in compliance with appropriate action with regard to the issuance of the Bonds by and before the Federal Energy Regulatory Commission under the Federal Power Act and any other applicable regulatory body, and (2) that the Bonds will be issued and delivered in compliance with the due authorization of and in accordance with the terms set by the Board of Directors of the Company.

I have reviewed the statements in the Registration Statement under the caption "Description of New Bonds--Security," and such statements as to matters of Louisiana law and legal conclusions under Louisiana law are made in the Registration Statement on my authority as an expert. Insofar as such statements relate to matters of Louisiana law and legal conclusions under Louisiana law, they are true and correct and fairly describe the matters covered thereby and there are no omissions in such statements of any material fact required to be stated therein or necessary to make such statements not misleading.

I am a member of the Louisiana Bar, and this opinion is limited to the laws of the State of Louisiana and the United States of America. To the extent that my opinion relates to or is dependent upon matters governed by the laws of New York, I have relied upon the opinion of Morgan, Lewis & Bockius LLP, which is being filed as Exhibit 5.02 to the Registration Statement.

I hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the references to me in the Registration Statement and in the prospectus contained therein. In giving the foregoing consent, I do not admit that I am 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/ Joseph J. Cerise

Joseph J. Cerise