Exhibit 5.05
REID & PRIEST LLP
40 West 57th Street
New York, New York 10019
May 10, 1996
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Ladies and Gentlemen:
We refer to the joint Registration Statement on Form
S3, including the exhibits thereto, to be filed with the
Securities and Exchange Commission (the "Commission") on or
about the date hereof of Entergy Louisiana, Inc. (the
"Company"), Entergy Louisiana Capital I, Entergy Louisiana
Capital II and Entergy Louisiana Capital III (the "Trusts") for
the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of (i) Preferred Securities (the
"Preferred Securities") of the Trusts to be offered in one or
more underwritten public offerings; (ii) Junior Subordinated
Debentures (the "Debentures") of the Company to be issued
pursuant to the terms of either of two indentures from the
Company to The Bank of New York, as trustee (the "Indentures"),
either to be issued and sold by the Company to the Trusts or to
be offered in one or more underwritten public offerings; and
(iii) Guarantees of the Company with respect to the Preferred
Securities (the "Guarantees") to be issued pursuant to the
terms of guarantee agreements between the Company and The Bank
of New York, as trustee (the "Guarantee Agreements") (the
Preferred Securities and Debentures to be issued in a combined
aggregate liquidation preference or principal amount of
$150,000,000).
We are of the opinion that the Company is a corporation
duly organized and validly existing under the laws of the State
of Louisiana.
We are of the opinion that all action necessary to make
valid and legal the proposed issuance and sale of the
Debentures and the Guarantees of the Company will have been
taken when:
(a) the Company's and the Trusts' said joint Registration
Statement on Form S-3, as it may be amended, shall have
become effective in accordance with the applicable
provisions of the Securities Act, and the Indentures and
the Guarantee Agreements shall have been qualified under
the Trust Indenture Act of 1939, as amended;
(b) an appropriate order or orders shall have been issued
by the Commission under the Public Utility Holding Company
Act of 1935, as amended, with respect to the related
Application-Declaration on Form U-1 (File No. 70-8487), as
amended and as it may be further amended;
(c) appropriate action shall have been taken by the Board
of Directors of the Company for the purpose of authorizing
the consummation of the issuance and sale of the
Debentures and the Guarantees;
(d) the proposed Indentures and the Guarantee Agreements
shall have been appropriately executed and delivered;
(e) the specific terms of the Debentures and the
Guarantees shall have been determined by supplemental
indenture, board resolution or officer's certificate; and
(f) the Debentures and the Guarantees shall have been
appropriately issued and delivered for the consideration
contemplated by, and otherwise in conformity with, the
acts, proceedings and documents referred to above.
We are further of the opinion that when the foregoing
steps have been taken, the Debentures and the Guarantees will
be legal, valid and binding obligations of the Company
enforceable in accordance with their respective terms, in each
case, except as limited by bankruptcy, insolvency,
reorganization or other laws affecting creditors' rights and
general equitable principles. This opinion does not pass upon
the matter of compliance with "blue sky" laws or similar laws
relating to the sale or distribution of the Debentures and
Guarantees by the underwriters.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of any other state. As to
all matters of Louisiana law, we have relied upon an opinion of
even date addressed to you by Denise C. Redmann, Esq., Senior
Attorney - Corporate and Securities of Entergy Services, Inc.,
Louisiana counsel to the Company. We consent to the reliance
of Ms. Redmann upon our opinion insofar as it relates to
matters of New York law.
We confirm our opinion as set forth under the caption
"Certain United States Federal Income Tax Consequences" in the
Prospectus Supplement constituting a part of the Registration
Statement.
We hereby consent to the use of this opinion as an
exhibit to the Company's and the Trusts' said Registration
Statement on Form S-3, as it may be amended, and consent to
such references to our firm as may be made in such Registration
Statement and in the Prospectus Supplement constituting a part
thereof.
Very truly yours,
/s/ REID & PRIEST LLP
REID & PRIEST LLP