Exhibit 1
Entergy Louisiana, Inc.
W3A Funding Corporation
$307,632,000
Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017
UNDERWRITING AGREEMENT
June 26, 1997
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036-8293
Ladies and Gentlemen:
Each of the undersigned, Entergy Louisiana, Inc., a
Louisiana corporation (the "Company"), and W3A Funding
Corporation, a Delaware corporation ("Funding Corporation"),
hereby confirms its agreement with you, as the several
underwriters (the "Underwriters", which term, when the context
permits, shall also include any underwriters substituted as
hereinafter in Section 12 provided), as follows:
1. Introduction. The Funding Corporation proposes to issue
and sell $307,632,000 in aggregate principal amount of its
Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017
(the "Bonds") pursuant to a Collateral Trust Indenture dated as
of July 1, 1997, as supplemented by Supplemental Indenture No. 1
thereto dated as of July 1, 1997 (the "Supplemental Indenture"),
among the Funding Corporation, the Company and Bankers Trust
Company, as trustee (the "Trustee") (such Collateral Trust
Indenture, as so supplemented, the "Trust Indenture").
2.
Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, each Underwriter shall
purchase from the Funding Corporation, at the time and place
herein specified, severally and not jointly, and the Funding
Corporation shall issue and sell to each of the Underwriters, the
following principal amounts of the Bonds at a price of 100% of
the principal amount thereof:
Name Principal Amount
Morgan Stanley & Co. Incorporated $153,816,000
Citicorp Securities, Inc. 153,816,000
------------
$307,632,000
It is understood that the Underwriters will offer the
Bonds for sale as set forth in the Prospectus (as defined
herein). Neither series of the Bonds shall be purchased
hereunder unless both series are purchased.
Concurrently with such purchase, issuance and sale, the
Owner Participant referred to below will pay to the several
Underwriters in immediately available funds an underwriting
commission of .875% of the principal amount thereof ($2,691,780).
The Company acknowledges that the fees and expenses of counsel to
the Underwriters shall be included on the invoice of transaction
expenses to be delivered by First National Bank of Commerce, as
owner trustee (the "Owner Trustee"), on or prior to the Closing
Date (as defined herein), pursuant to Sections 3.01(a)(iii) and
3.01(b) of the Refunding Agreements Nos. 1, 2 and 3, each dated
as of June 27, 1997, among the Funding Corporation, the Company,
the Owner Participant named therein, the Owner Trustee, Bankers
Trust Company, as corporate indenture trustee, and Stanley Burg,
as individual indenture trustee (the "Refunding Agreements"), and
to be paid by the Owner Trustee with funds provided by such Owner
Participant and from proceeds from the sale of the Bonds.
3. Description of Bonds. The Bonds and the Trust Indenture
shall have the terms and provisions described in the Prospectus,
provided that subsequent to the date hereof and prior to the
Closing Date the form of the Trust Indenture (including the
Supplemental Indenture) may be amended by mutual agreement among
the Funding Corporation, the Company and the Underwriters.
4. Representations and Warranties of the Company and the
Funding Corporation. (a) The Company represents and warrants to
the several Underwriters, and covenants and agrees with the
several Underwriters, that:
(i) The Company is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Louisiana and has the necessary corporate power and authority to
conduct the business that it is described in the Prospectus as
conducting and to own and operate the properties owned and
operated by it in such business.
(ii) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-
3 (File No. 333-01329) for the registration of $322,526,000
aggregate principal amount of the Bonds under the Securities Act
of 1933, as amended (the "Securities Act"), and such registration
statement, as amended by Amendments No. 1 and No. 2 thereto, has
become effective. The Company qualifies for use of Form S-3 for
the registration of the Bonds. The prospectus forming a part of
such registration statement, at the time such registration
statement became effective, including all documents incorporated
by reference therein at that time pursuant to Item 12 of Form
S-3, is hereinafter referred to as the "Basic Prospectus". In
the event that (A) the Basic Prospectus shall have been amended,
revised or supplemented prior to the time of effectiveness of
this Underwriting Agreement, including without limitation by any
preliminary prospectus supplement relating to the Bonds, or (B)
the Company shall have filed documents pursuant to Section 13, 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the time such registration statement
initially became effective and prior to the time of effectiveness
of this Underwriting Agreement, which are deemed to be
incorporated by reference in the Basic Prospectus pursuant to
Item 12 of Form S-3, the term "Basic Prospectus" as used herein
shall also mean such prospectus as so amended, revised or
supplemented and reflecting such incorporation by reference.
Such registration statement in the form in which it became
effective and as it may have been amended by all amendments
thereto as of the time of effectiveness of this Underwriting
Agreement (including for these purposes as an amendment any
document incorporated by reference in the Basic Prospectus), and
the Basic Prospectus as it shall be supplemented to reflect the
terms of the offering and sale of the Bonds by a prospectus
supplement (the "Prospectus Supplement") to be transmitted for
filing to the Commission pursuant to Rule 424(b) under the
Securities Act ("Rule 424(b)"), are hereinafter referred to as
the "Registration Statement" and the "Prospectus," respectively.
(iii) (A) After the time of effectiveness of this
Underwriting Agreement and during the time specified in Section
7(d), the Company will not file any amendment to the Registration
Statement or supplement to the Prospectus, and (B) between the
time of effectiveness of this Underwriting Agreement and the
Closing Date, the Company will not file any document that is to
be incorporated by reference in, or any supplement to, the Basic
Prospectus, in either case, without prior notice to the
Underwriters and to Winthrop, Stimson, Putnam & Roberts ("Counsel
for the Underwriters"), or any such amendment or supplement to
which Counsel for the Underwriters shall reasonably object on
legal grounds in writing. For purposes of this Underwriting
Agreement, any document that is filed with the Commission after
the time of effectiveness of this Underwriting Agreement and is
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3 shall be deemed a supplement to the Prospectus.
(iv) The Registration Statement, at the time it became
effective, and the Trust Indenture, at such time, fully complied,
and the Prospectus, when delivered to the Underwriters for their
use in making confirmations of sales of the Bonds and at the
Closing Date, as it may then be amended or supplemented, will
fully comply, in all material respects with the applicable
provisions of the Securities Act, the Trust Indenture Act of
1939, as amended (the "TIA"), and the rules and regulations of
the Commission thereunder or pursuant to said rules and
regulations did or will be deemed to comply therewith. The
documents incorporated by reference in the Prospectus pursuant to
Item 12 of Form S-3, on the date filed with the Commission
pursuant to the Exchange Act, fully complied or will fully comply
in all material respects with the applicable provisions of the
Exchange Act and the rules and regulations of the Commission
thereunder or pursuant to said rules and regulations did or will
be deemed to comply therewith. On the later of (A) the date the
Registration Statement was declared effective by the Commission
under the Securities Act and (B) the date that the Company's most
recent Annual Report on Form 10-K was filed with the Commission
under the Exchange Act (the date described in either clause (A)
or (B) is hereinafter referred to as the "Effective Date"), the
Registration Statement did not, and on the date that any post-
effective amendment to the Registration Statement became or
becomes effective, the Registration Statement, as amended by any
such post-effective amendment, did not or will not, as the case
may be, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. At the time the
Prospectus is delivered to the Underwriters for their use in
making confirmations of sales of the Bonds and at the Closing
Date, the Prospectus, as it may then be amended or supplemented,
will not contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they are made, not misleading, and on said dates and at such
times, the documents then incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3, when read together
with the Prospectus, or the Prospectus, as it may then be amended
or supplemented, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they are made, not misleading. The foregoing
representations and warranties in this subsection (iv) shall not
apply to statements or omissions made in reliance upon and in
conformity with written information furnished to the Company by
the Underwriters or on behalf of any Underwriter specifically for
use in connection with the preparation of the Registration
Statement or the Prospectus, as they may be then amended or
supplemented, or to any statements in or omissions from the
statement of eligibility on Form T-1 filed as an exhibit to the
Registration Statement (the "Statement of Eligibility").
(v) Each of (A) the Participation Agreements (as
defined in the Prospectus), (B) the Granting Clause Documents (as
defined in Appendix A to the Participation Agreements), (C) the
Trust Indenture, (D) the Refunding Agreements and (E) this Underwriting
Agreement (the documents described in clauses (A) through (D)
above, as they each may be amended or supplemented as of the
Closing Date, being collectively referred to herein as the
"Transaction Documents") has been or, as of the Closing Date,
will be, duly authorized, executed and delivered by the Company
and, assuming the due authorization, execution and delivery
thereof by each other party thereto, will constitute a legal,
valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting creditors' rights
and general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law)
and, with respect to this Underwriting Agreement, subject to any
principles of public policy limiting the right to enforce the
indemnification and contribution provisions contained herein.
(vi) The issuance and sale of the Bonds and the fulfillment
of the terms of this Underwriting Agreement will not result in a
breach of any of the terms or provisions of, or constitute a
default under, the Transaction Documents or any other indenture,
mortgage, deed of trust or other agreement or instrument to which
the Company is now a party.
(vii) Except as set forth or contemplated in the
Prospectus, as it may be then amended or supplemented, the
Company possesses adequate franchises, licenses, permits,
and other rights to conduct its business and operations as
now conducted (including, without limitation, the
performance of its current obligations under the Transaction
Documents) without any known conflicts with the rights of
others that could have a material adverse effect on the
Company.
(viii)
It is not necessary for the Funding Corporation
to register as an investment company pursuant to the
Investment Company Act of 1940, as amended, in order to
participate in the transactions contemplated by the
Prospectus.
(a) The Funding Corporation represents and warrants to the
several Underwriters that each of the Participation Agreements,
the Refunding Agreements, the Trust Indenture, this Underwriting
Agreement and the Bonds has been or, as of the Closing Date, will
be, duly authorized, executed and delivered by the Funding
Corporation and, assuming the due authorization, execution,
authentication and delivery thereof by each other party thereto,
will constitute a legal, valid and binding obligation of the
Funding Corporation enforceable against the Funding Corporation
in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization or
other similar laws affecting creditors' rights and general
equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law) and, with respect
to this Underwriting Agreement, subject to any principles of
public policy limiting the right to enforce the indemnification
and contribution provisions contained herein.
5. Offering. The Company is advised by the Underwriters
that they propose to make a public offering of their respective
portions of the Bonds as soon after the effectiveness of this
Underwriting Agreement as in their judgment is advisable. The
Company is further advised by the Underwriters that the Bonds are
to be offered to the public at the respective initial public
offering prices specified in the Prospectus Supplement plus
accrued interest thereon, if any, from the Closing Date.
6. Time and Place of Closing. Delivery of the Bonds and
payment of the purchase price therefor by wire transfer in
immediately available funds to the corporate indenture trustee
under each Lease Indenture (as defined in the Prospectus), for
the account of the Funding Corporation, shall be made at the
offices of Reid & Priest LLP, 40 West 57th Street, New York, New
York, at 10:00 A.M., New York time, on July 17, 1997, or at such
other time on the same or such other day as shall be agreed upon
by the Company and Morgan Stanley & Co. Incorporated, or as may
be established in accordance with Section 12 hereof. The hour
and date of such delivery and payment are herein called the
"Closing Date."
The Bonds shall be delivered to the Underwriters in
book-entry form through the facilities of The Depository Trust
Company ("DTC") in New York, New York. The certificates for the
Bonds shall be in the form of two typewritten bonds in fully
registered form, in the aggregate principal amount of the Bonds,
and registered in the name of Cede & Co, as nominee of DTC. The
Company agrees to make the Bonds available to the Underwriters
for checking not later than 2:30 P.M., New York time, on the last
business day preceding the Closing Date at such place as may be
agreed upon between Morgan Stanley & Co. Incorporated and the
Company, or at such other time and/or date as may be agreed upon
between Morgan Stanley & Co. Incorporated and the Company.
On the Closing Date, the Owner Participant referred to
in Section 2 hereof will pay the underwriting commissions payable
at such time to the Underwriters pursuant to Section 2 hereof by
wire transfer in immediately available funds to an account
designated by Morgan Stanley & Co. Incorporated for the accounts
of the several Underwriters.
7. Covenants of the Funding Corporation and the Company.
Each of the Funding Corporation and the Company covenants and
agrees with the several Underwriters that:
(a) Not later than the Closing Date, the Company will
deliver to the Underwriters a copy of the Registration Statement
in the form that it became effective or a conformed copy thereof,
certified by an officer of the Company to be in such form.
(b) The Company will deliver to the Underwriters as many
copies of the Prospectus (and any amendments or supplements
thereto) as the Underwriters may reasonably request.
(e) The Company will cause the Prospectus to be filed
with, or transmitted for filing to, the Commission pursuant
to and in compliance with Rule 424(b) and will advise Morgan
Stanley & Co. Incorporated promptly of the issuance of any
stop order under the Securities Act with respect to the
Registration Statement or the institution of any proceedings
therefor of which the Funding Corporation or the Company
shall have received notice. Each of the Funding Corporation
and the Company will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt
removal thereof if issued.
(d) During such period of time as the Underwriters are
required by law to deliver a prospectus after this Underwriting
Agreement has become effective, if any event relating to or
affecting the Company or the Funding Corporation, or of which the
Company shall be advised by the Underwriters in writing, shall
occur that in the Company's opinion should be set forth in a
supplement or amendment to the Prospectus in order to make the
Prospectus not misleading in the light of the circumstances when
it is delivered to a purchaser of the Bonds, the Company will
amend or supplement the Prospectus by either (i) preparing and
filing with the Commission and furnishing to the Underwriters a
reasonable number of copies of a supplement or supplements or an
amendment or amendments to the Prospectus, or (ii) making an
appropriate filing pursuant to Section 13, 14 or 15(d) of the
Exchange Act that will supplement or amend the Prospectus, so
that, as supplemented or amended, it will not contain an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered to a
purchaser, not misleading. Unless such event relates solely to
the activities of the Underwriters (in which case the
Underwriters shall assume the expense of preparing any such
amendment or supplement), the expenses of complying with this
Section 7(d) shall be borne by the Company until the expiration
of nine months from the time of effectiveness of this
Underwriting Agreement and such expenses shall be borne by the
Underwriters thereafter.
(e) The Company will make generally available to its
security holders, as soon as practicable, an earning statement
(which need not be audited) covering a period of at least twelve
months beginning after the "effective date of the registration
statement" within the meaning of Rule 158 under the Securities
Act, which earning statement shall be in such form, and be made
generally available to security holders in such a manner so as to
meet the requirements of the last paragraph of Section 11(a) of
the Securities Act and Rule 158 under the Securities Act.
(f) At any time within six months of the date hereof, the
Company and the Funding Corporation will furnish such proper
information as may be lawfully required and otherwise cooperate
in qualifying the Bonds for offer and sale under the blue sky
laws of such jurisdictions as the Underwriters may reasonably
designate, provided, that neither the Funding Corporation nor the
Company shall be required to qualify as a foreign corporation or
dealer in securities, to file any consents to service of process
under the laws of any jurisdiction, or to meet any other
requirements deemed by it to be unduly burdensome.
(g) The Company will, except as herein provided, pay or
cause to be paid all fees, expenses and taxes incident to the
performance of the Company's and the Funding Corporation's
obligations under this Underwriting Agreement including, but not
limited to, (i) the preparation and filing of the Registration
Statement and any post-effective amendment thereto, (ii) the
printing, issuance and delivery of the Bonds and the preparation,
execution, printing and recordation of the Trust Indenture, (iii)
legal fees and expenses relating to the qualification of the
Bonds under the blue sky laws of various jurisdictions in an
amount not to exceed $20,000, (iv) the printing and delivery to
the Underwriters of reasonable quantities of copies of the
Registration Statement, the preliminary (and any supplemental)
blue sky survey, any preliminary prospectus supplement relating
to the Bonds and the Prospectus and any amendment or supplement
thereto, except as otherwise provided in paragraph (d) of this
Section 7, (v) the rating of the Bonds by one or more nationally
recognized statistical rating agencies and (vi) filings or other
notices (if any) with or to, as the case may be, the National
Association of Securities Dealers, Inc. (the "NASD") in
connection with its review of the terms of the offering of the
Bonds. Except as provided above, the Company shall not be
required to pay any amount for any expenses of the Underwriters,
except that, if this Underwriting Agreement shall be terminated
in accordance with the provisions of Section 8, 9 or 13 hereof,
the Company will reimburse the Underwriters for (i) the
reasonable fees and expenses of Counsel for the Underwriters, and
(ii) reasonable out-of-pocket expenses, in an amount not
exceeding in the aggregate $15,000, incurred in contemplation of
the performance of this Underwriting Agreement. The Company
shall not in any event be liable to the Underwriters for damages
on account of loss of anticipated profits.
8. Conditions of Underwriters' Obligations. The
obligations of the Underwriters to purchase and pay for the Bonds
shall be subject to the accuracy on the date hereof and on the
Closing Date of the representations and warranties made herein on the
part of the Funding Corporation and the Company and of any
certificates furnished by the Funding Corporation and the Company
on the Closing Date and to the following conditions:
(a) The Prospectus shall have been transmitted for filing
to the Commission pursuant to Rule 424(b) prior to 5:30 p.m., New
York time, on the second business day following the date of this
Underwriting Agreement, or such other time and date as may be
agreed upon by the Company and the Underwriters.
(b) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date; no proceedings for such purpose shall be
pending before, or, to the knowledge of the Funding
Corporation, the Company or the Underwriters, threatened by,
the Commission on the Closing Date; and the Underwriters
shall have received a certificate, dated the Closing Date
and signed by the President, a Vice President, the Treasurer
or an Assistant Treasurer of each of the Funding Corporation
and the Company to the effect that no such stop order has
been or is in effect and that no proceedings for such
purpose are pending before, or, to the knowledge of the
Funding Corporation or the Company, respectively, threatened
by, the Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect an order of the
Commission under the Public Utility Holding Company Act of
1935, as amended (the "Holding Company Act"), authorizing
the issuance and sale of the Bonds.
(d) At the Closing Date, the Underwriters shall have
received from Monroe & Lemann (A Professional Corporation)
and Reid & Priest LLP, as counsel to the Company, and Reid &
Priest LLP, as counsel to the Funding Corporation, opinions,
dated the Closing Date, substantially in the forms set forth
in Exhibits A, B and C hereto, respectively, (i) with such
changes therein as may be agreed upon by the Company and the
Underwriters with the approval of Counsel for the
Underwriters, and (ii) if the Prospectus shall be
supplemented after being furnished to the Underwriters for
use in offering the Bonds, with changes therein to reflect
such supplementation.
(e) At the Closing Date, the Underwriters shall have
received from Counsel for the Underwriters, an opinion,
dated the Closing Date, substantially in the form set forth
in Exhibit D hereto, with such changes therein as may be
necessary to reflect any supplementation of the Prospectus
prior to the Closing Date.
(f) On or prior to the effective date of this
Underwriting Agreement, the Underwriters shall have received
from Coopers & Lybrand L.L.P., the Company's independent
certified public accountants (the "Accountants"), a letter
dated the date hereof and addressed to the Underwriters to
the effect that (i) they are independent certified public
accountants with respect to the Company within the meaning
of the Securities Act and the applicable published rules and
regulations thereunder; (ii) in their opinion, the financial
statements and financial statement schedules examined by
them and included or incorporated by reference in the
Prospectus comply as to form in all material respects with
the applicable accounting requirements of the Securities Act
and the Exchange Act and the applicable published rules and
regulations thereunder; (iii) on the basis of performing the
procedures specified by the American Institute of Certified
Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest unaudited financial statements,
if any, included or incorporated by reference in the
Prospectus, a reading of the latest available interim
unaudited financial statements of the Company, the minutes
of the meetings of the Board of Directors of the Company,
the Executive Committee thereof, if any, and the stockholder
of the Company, since December 31, 1996 to a specified date
not more than five days prior to the date of such letter,
and inquiries of officers of the Company who have
responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not
constitute an examination made in accordance with generally
accepted auditing standards and they would not necessarily
reveal matters of significance with respect to the comments
made in such letter, and, accordingly, that the Accountants
make no representations as to the sufficiency of such
procedures for the purposes of the Underwriters), nothing
has come to their attention which caused them to believe
that, to the extent applicable, (A) the unaudited financial
statements of the Company (if any) included or incorporated
by reference in the Prospectus do not comply as to form in
all material respects with the applicable accounting
requirements of the Securities Act and the Exchange Act and
the related published rules and regulations thereunder; (B)
any material modifications should be made to said unaudited
financial statements for them to be in conformity with
generally accepted accounting principles; and (C) at a
specified date not more than five days prior to the date of
the letter, there was any change in the capital stock or
long-term debt of the Company, or decrease in its net
assets, in each case as compared with amounts shown in the
most recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur,
for declarations of dividends, for the repayment or
redemption of long-term debt, for the amortization of
premium or discount on long-term debt, for the redemption or
purchase of preferred stock for sinking fund purposes, for
any increases in long-term debt in respect of previously
issued pollution control, solid waste disposal or industrial
development revenue bonds, or for changes or decreases as
set forth in such letter, identifying the same and
specifying the amount thereof; and (iv) stating that they
have compared specific dollar amounts, percentages of
revenues and earnings and other financial information
pertaining to the Company (A) set forth in the Prospectus
and (B) set forth in documents filed by the Company pursuant
to Section 13, 14 or 15(d) of the Exchange Act as specified
in Exhibit E hereto, in each case, to the extent that such
amounts, numbers, percentages and information may be derived
from the general accounting records of the Company, and
excluding any questions requiring an interpretation by legal
counsel, with the results obtained from the application of
specified readings, inquiries and other appropriate
procedures (which procedures do not constitute an
examination in accordance with generally accepted auditing
standards) set forth in the letter, and found them to be in
agreement.
(g) At the Closing Date, the Underwriters shall have
received (i) certificates, dated the Closing Date and signed
by the President, a Vice President, the Treasurer or an
Assistant Treasurer of each of the Funding Corporation and
the Company, respectively, to the effect that (A) the
representations and warranties of the Funding Corporation
and the Company, as the case may be, contained herein are
true and correct, and (B) each of the Funding Corporation
and the Company has performed and complied with all
agreements and conditions in this Underwriting Agreement on
its part to be performed or complied with at or prior to the
Closing Date, and (ii) a certificate, dated the Closing Date
and signed by the President, a Vice President, the Treasurer
or an Assistant Treasurer of the Company that since the most
recent date as of which information is given in the
Prospectus, there has not been any material adverse change
in the business, property or financial condition of the
Company and there has not been any material transaction
entered into by the Company, other than transactions in the
ordinary course of business, in each case other than as
referred to in, or contemplated by, the Prospectus as it may
then be amended or supplemented.
(h) At the Closing Date, the Underwriters shall have
received duly executed counterparts of the Trust Indenture
and the Supplemental Indenture.
(i) At the Closing Date, the Underwriters shall have
received from the Accountants a letter, dated the Closing
Date, confirming, as of a date not more than five days prior
to the Closing Date, the statements contained in the letter
delivered pursuant to Section 8(f) hereof.
(j) Between the date hereof and the Closing Date, no
Lease Default (as defined in the Prospectus) under each
Lease (as defined in the Prospectus), no Lease Indenture
Default (as defined in the Prospectus) under each Lease
Indenture and no default (or an event which, with the giving
of notice or the passage of time or both, would constitute a
default) under the Trust Indenture shall have occurred.
(k) Between the date hereof and the Closing Date, no
other event shall have occurred with respect to or otherwise
affecting the Company, which, in the reasonable opinion of
the Underwriters, materially impairs the investment quality
of the Bonds.
(l) Prior to the Closing Date, the Underwriters shall
have received from the Company evidence reasonably
satisfactory to the Underwriters that the Bonds have
received ratings of Baa3 or higher from Moody's Investors
Service, Inc. and BBB- or higher from Standard & Poor's.
(m) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard and
Poor's shall have lowered its rating of any of the Company's
debt securities in any respect.
(n) The Bonds shall, upon delivery to the Underwriters
in accordance with this Underwriting Agreement, be secured
by the Pledged Lessor Bonds (as defined in the Prospectus)
in accordance with the Trust Indenture; the conditions
precedent to a refunding, as set forth in the Participation
Agreements (including, without limitation, Sections 2(b) and
10(c) thereof) and the Refunding Agreements (including,
without limitation, Article 2 thereof), shall have been met
prior to the issuance and delivery of such Pledged Lessor
Bonds, with none of such conditions precedent having been
waived by the Funding Corporation, the Company or the
Trustee without the consent of the Underwriters.
(o) The opinions of counsel required to be delivered by
the first two sentences of Section 10(c)(5) of the
Participation Agreements as a condition precedent to a
refunding shall also be addressed and delivered to the
Underwriters, except for the opinions of Special Counsel,
NRC Counsel and Special Louisiana Counsel to the Owner
Participant named therein, all as described and/or defined
in the Participation Agreements, it being understood that
such opinions of counsel may be confirmations by counsel of
opinions previously delivered by such counsel in connection
with the transactions described in or contemplated by the
Participation Agreements, provided that such confirmations
of opinions shall be dated the Closing Date, shall confirm
the previously delivered opinions as of the Closing Date,
and shall either be addressed to the Underwriters or shall
state that the Underwriters may rely upon the previously
delivered opinions, as so confirmed, as if addressed to
them.
(p) The opinions of counsel required to be delivered to
the Trustee pursuant to Section 2.04(e) of the Trust
Indenture shall also be addressed and delivered to the
Underwriters.
(q) All legal matters in connection with the issuance
and sale of the Bonds shall be satisfactory in form and
substance to Counsel for the Underwriters.
(r) The Funding Corporation and the Company will
furnish the Underwriters with additional conformed copies of
such opinions, certificates, letters and documents as may be
reasonably requested.
If any of the conditions specified in this Section 8
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Underwriters upon notice thereof to the Company
and the Funding Corporation. Any such termination shall be
without liability of any party to the other party, except as
otherwise provided in paragraph (g) of Section 7 and in Section
11.
9. Conditions of the Obligations of the Funding Corporation
and the Company. The obligations of the Funding Corporation and
the Company hereunder shall be subject to the following
conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect at or prior to the
Closing Date, and no proceedings for that purpose shall be
pending before, or threatened by, the Commission on the Closing
Date.
(b) At the Closing Date there shall be in full force and
effect an order of the Commission under the Holding Company Act
authorizing the issuance and sale of the Bonds.
In case any of the conditions specified in this Section
9 shall not have been fulfilled, this Underwriting Agreement may
be terminated by the Company or the Funding Corporation upon
notice thereof to the Underwriters. Any such termination shall
be without liability of any party to the other party, except as
otherwise provided in paragraph (g) of Section 7 and in
Section 11.
10. Indemnification.
(a) The Company shall indemnify, defend and hold harmless each
Underwriter and each person who controls each Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims,
damages or liabilities, joint or several, to which each
Underwriter or any or all of them may become subject under the
Securities Act or any other statute or common law and shall
reimburse each Underwriter and any such controlling person for
any legal or other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by them in connection
with investigating any such losses, claims, damages or
liabilities or in connection with defending any actions, insofar
as such losses, claims, damages, liabilities, expenses or actions
arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact required to be stated therein
or contained in the Registration Statement, as amended or
supplemented, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or upon
an untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the time
the Prospectus is transmitted for filing to the Commission
pursuant to Rule 424(b)), or in the Prospectus, as each may be
amended or supplemented, or the omission or alleged omission to
state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the
indemnity agreement contained in this paragraph shall not apply
to any such losses, claims, damages, liabilities, expenses or
actions arising out of, or based upon, any such untrue statement
or alleged untrue statement, or any such omission or alleged
omission, if such statement or omission was made in reliance upon
and in conformity with information furnished herein or in writing
to the Company by any Underwriter specifically for use in
connection with the preparation of the Registration Statement,
the Basic Prospectus (if used prior to the date the Prospectus is
transmitted for filing to the Commission pursuant to Rule 424(b))
or the Prospectus or any amendment or supplement to any thereof
or arising out of or based upon statements in or omissions from
the Statement of Eligibility, and provided further, that the
indemnity agreement contained in this subsection shall not inure
to the benefit of any Underwriter or to the benefit of any person
controlling any Underwriter on account of any such losses,
claims, damages, liabilities, expenses or actions arising from
the sale of the Bonds to any person in respect of any Basic
Prospectus or the Prospectus, as supplemented or amended,
furnished by an Underwriter to a person to whom any of the Bonds
were sold (excluding in both cases, however, any document then
incorporated or deemed incorporated by reference therein),
insofar as such indemnity relates to any untrue or misleading
statement or omission made in the Basic Prospectus or the
Prospectus but eliminated or remedied prior to the consummation
of such sale in the Prospectus, or any amendment or supplement
thereto, furnished pursuant to Section 7(d) hereof, respectively,
unless a copy of the Prospectus (in the case of such a statement
or omission made in the Basic Prospectus) or such amendment or
supplement (in the case of such a statement or omission made in
the Prospectus) (excluding, however, any document then
incorporated or deemed incorporated by reference in the
Prospectus or such amendment or supplement) is furnished by such
Underwriter to such person (i) with or prior to the written
confirmation of the sale involved or (ii) as soon as available
after such written confirmation (if it is made available to the
Underwriters prior to settlement of such sale).
(b) Each Underwriter shall indemnify, defend and hold harmless
the Company, its directors and officers and each person who
controls the foregoing within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under
the Securities Act or any other statute or common law and shall
reimburse each of them for any legal or other expenses
(including, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investigating
any such losses, claims, damages or liabilities or in connection
with defending any action, insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of or are
based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, as amended
or supplemented, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or upon
an untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the date
the Prospectus is transmitted for filing to the Commission
pursuant to Rule 424(b)), or in the Prospectus, as amended or
supplemented, or the omission or alleged omission to state
therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, in each case, if, but only if, such
statement or omission was made in reliance upon and in conformity
with information furnished herein or in writing to the Company by
any Underwriter specifically for use in connection with the
preparation of the Registration Statement, the Basic Prospectus
(if used prior to the date the Prospectus is transmitted for
filing to the Commission pursuant to Rule 424(b)) or the
Prospectus, or any amendment or supplement thereto.
(c) In case any action shall be brought, based upon the
Registration Statement, the Basic Prospectus or the Prospectus
(including amendments or supplements thereto), against any party
in respect of which indemnity may be sought pursuant to any of
the preceding paragraphs, such party (hereinafter called the
indemnified party) shall promptly notify the party or parties
against whom indemnity shall be sought hereunder (hereinafter
called the indemnifying party) in writing, and the indemnifying
party shall have the right to participate at its own expense in
the defense or, if it so elects, to assume (in conjunction with
any other indemnifying party) the defense thereof, including the
employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses. If the
indemnifying party shall elect not to assume the defense of any
such action, the indemnifying party shall reimburse the
indemnified party for the reasonable fees and expenses of any
counsel retained by such indemnified party. Such indemnified
party shall have the right to employ separate counsel in any such
action in which the defense has been assumed by the indemnifying
party and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the employment of counsel has been
specifically authorized by the indemnifying party or (ii) the
named parties to any such action (including any impleaded
parties) include each of such indemnified party and the
indemnifying party and such indemnified party shall have been
advised by such counsel that a conflict of interest between the
indemnifying party and such indemnified party may arise and for
this reason it is not desirable for the same counsel to represent
both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment).
The indemnified party shall be reimbursed for all such fees and
expenses as they are incurred. The indemnifying party shall not
be liable for any settlement of any such action effected without
its consent, but if any such action is settled with the consent
of the indemnifying party or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any
pending or threatened action, suit or proceeding in respect of
which any indemnified party is or could have been a party and
indemnity has or could have been sought hereunder by such
indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims which are the subject matter of such action,
suit or proceeding.
(d) If the indemnification provided for under subsections (a),
(b) or (c) in this Section 10 is unavailable to an indemnified
party in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of
the Bonds or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total proceeds from
the offering (after deducting underwriting discounts and
commissions but before deducting expenses) bear to the total
underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company on the
one hand and of the Underwriters on the other shall be determined
by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information
supplied by the Company or by any of the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this
Section 10(d) were determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable to an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 10(d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Bonds
underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Section 10(d) are several in
proportion to their respective underwriting obligations and not
joint.
11. Survival of Certain Representations and Obligations. Any
other provision of this Underwriting Agreement to the contrary
notwithstanding, (a) the indemnity and contribution agreements
contained in Section 10 of, and the representations and
warranties and other agreements of the Funding Corporation and
the Company contained in, this Underwriting Agreement shall
remain operative and in full force and effect regardless of (i)
any investigation made by or on behalf of any Underwriter or by
or on behalf of the Funding Corporation or the Company, or its
directors or officers or any of the other persons referred to in
Section 10 hereof and (ii) acceptance of and payment for the
Bonds and (b) the indemnity and contribution agreements contained
in Section 10 shall remain operative and in full force and effect
regardless of any termination of this Underwriting Agreement.
SECTION 8. Default of Underwriters. If any
Underwriter shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Bonds which it has
agreed to purchase and pay for hereunder, and the aggregate
principal amount of Bonds which such defaulting Underwriter
agreed but failed or refused to purchase is not more than one-
tenth of the aggregate principal amount of the Bonds, the other
Underwriters shall be obligated to purchase the Bonds which such
defaulting Underwriter agreed but failed or refused to purchase;
provided that in no event shall the principal amount of Bonds
which any Underwriter has agreed to purchase pursuant to
Section 2 hereof be increased pursuant to this Section 12 by an
amount in excess of one-ninth of such principal amount of Bonds
without written consent of such Underwriter. If any Underwriter
shall fail or refuse to purchase Bonds and the aggregate
principal amount of Bonds with respect to which such default
occurs is more than one-tenth of the aggregate principal amount
of the Bonds, the Company shall have the right (a) to require the
non-defaulting Underwriters to purchase and pay for the
respective principal amounts of Bonds that they had severally
agreed to purchase hereunder, and, in addition, the principal
amount of Bonds that the defaulting Underwriter shall have so
failed to purchase up to a principal amount thereof equal to one-
ninth of the respective principal amount of Bonds that such non-
defaulting Underwriters have otherwise agreed to purchase
hereunder, and/or (b) to procure one or more others, who are
members of the NASD (or, if not members of the NASD, who are
foreign banks, dealers or institutions not registered under the
Exchange Act and who agree in making sales to comply with the
NASD's Rules of Fair Practice), to purchase, upon the terms
herein set forth, the principal amount of Bonds that such
defaulting Underwriter had agreed to purchase, or that portion
thereof that the remaining Underwriters shall not be obligated to
purchase pursuant to the foregoing clause (a). In the event the
Company shall exercise its rights under clause (a) and/or (b)
above, the Company shall give written notice thereof to the
Underwriters within 24 hours (excluding any Saturday, Sunday or
legal holiday) of the time when the Company learns of the failure
or refusal of any Underwriter to purchase and pay for its
respective principal amount of Bonds, and thereupon the Closing
Date shall be postponed for such period, not exceeding three
business days, as the Company shall determine. In the event the
Company shall be entitled to but shall not elect (within the time
period specified above) to exercise its rights under clause (a)
and/or (b), the Company shall be deemed to have elected to
terminate this Underwriting Agreement. In the absence of such
election by the Company, this Underwriting Agreement will, unless
otherwise agreed by the Company and the non-defaulting
Underwriters, terminate without liability on the part of any non-
defaulting party except as otherwise provided in paragraph (g) of
Section 7 and in Section 11. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from
liability in respect of its default under this Underwriting
Agreement.
13. Termination. This Underwriting Agreement shall be subject
to termination by notice given by written notice from Morgan
Stanley & Co. Incorporated to the Company and the Funding
Corporation, if (a) after the execution and delivery of this
Underwriting Agreement and prior to the Closing Date (i) trading
generally shall have been suspended on the New York Stock
Exchange by The New York Stock Exchange, Inc., the Commission or
other governmental authority, (ii) minimum or maximum ranges for
prices shall have been generally established on the New York
Stock Exchange by The New York Stock Exchange, Inc., the
Commission or other governmental authority, (iii) a general
moratorium on commercial banking activities shall have been
declared by either Federal or New York State authorities, or (iv)
there shall have occurred any material outbreak or escalation of
hostilities or any calamity or crisis that, in the judgment of
Morgan Stanley & Co. Incorporated, is material and adverse and
(b) in the case of any of the events specified in clauses (a) (i)
through (iv), such event singly or together with any other such
event makes it, in the reasonable judgment of Morgan Stanley &
Co. Incorporated, impracticable to market the Bonds. This
Underwriting Agreement shall also be subject to termination, upon
notice by Morgan Stanley & Co. Incorporated as provided above,
if, in the judgment of Morgan Stanley & Co. Incorporated, the
subject matter of any amendment or supplement (prepared by the
Company) to the Prospectus (except for information relating
solely to the manner of public offering of the Bonds by the
Underwriters or to the activity of the Underwriters) filed or
issued after the effectiveness of this Underwriting Agreement by
the Company shall have materially impaired the marketability of
the Bonds. Any termination hereof, pursuant to this Section 13,
shall be without liability of any party to any other party,
except as otherwise provided in paragraph (g) of Section 7 and in
Section 11.
14. Miscellaneous. THIS UNDERWRITING AGREEMENT SHALL BE A NEW
YORK CONTRACT AND ITS VALIDITY AND INTERPRETATION SHALL BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Underwriting
Agreement shall become effective when a fully executed copy
thereof is delivered to the Company and to Morgan Stanley & Co.
Incorporated. This Underwriting Agreement may be executed in any
number of separate counterparts, each of which, when so executed
and delivered, shall be deemed to be an original and all of
which, taken together, shall constitute but one and the same
agreement. This Underwriting Agreement shall inure to the
benefit of each of the Company, the Funding Corporation, the
Underwriters and, with respect to the provisions of Section 10,
each director, officer and other persons referred to in Section
10, and their respective successors. Should any part of this
Underwriting Agreement for any reason be declared invalid, such
declaration shall not affect the validity of any remaining
portion, which remaining portion shall remain in full force and
effect as if this Underwriting Agreement had been executed with
the invalid portion thereof eliminated. Nothing herein is
intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim
under or in respect of any provision in this Underwriting
Agreement. The term "successor" as used in this Underwriting
Agreement shall not include any purchaser, as such purchaser, of
any Bonds from the Underwriters.
15. Notices. All communications hereunder shall be in writing
and, if to the Underwriters, shall be mailed or delivered to
Morgan Stanley & Co. Incorporated at the address set forth at the
beginning of this Underwriting Agreement (to the attention of the
General Counsel), if to the Company, shall be mailed or delivered
to it at 639 Loyola Avenue, New Orleans, Louisiana 70113,
Attention: Secretary, if to Entergy Services, Inc., shall be
mailed or delivered to it at 639 Loyola Avenue, New Orleans,
Louisiana 70113, Attention: Treasurer or, if to the Funding
Corporation, shall be mailed or delivered to it c/o National
Corporate Research, Ltd., 224 West 34th Street, Suite 2110, New
York, New York 10122, Attention: John Morrissey, with a copy to
Reid & Priest LLP, 40 West 57th Street, New York, New York 10019,
Attention: John T. Hood, Esq.
16.
Very truly yours,
W3A Funding Corporation
By:/s/ John Morrissey
Name: John Morrissey
Title: Vice President
Entergy Louisiana, Inc.
By:/s/ William J. Regan, Jr.
Name: William J. Regan, Jr.
Title:Vice President and Treasurer
Accepted as of the date first above written:
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
By: Morgan Stanley & Co. Incorporated
By:/s/ Bruce Paone
Name: Bruce Paone
Title: Vice President
EXHIBIT A
[Letterhead of Monroe & Lemann]
July 14, 1997
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036-8293
Ladies and Gentlemen:
We, together with Reid & Priest LLP, of New York, New
York, have acted as counsel for Entergy Louisiana, Inc., a
Louisiana corporation (the "Company"), in connection with the
issuance and sale to you pursuant to the Underwriting Agreement,
effective June __, 1997 (the "Underwriting Agreement"), among W3A
Funding Corporation, a Delaware corporation (the "Funding
Corporation"), the Company and you, of $307,632,000 aggregate
principal amount of the Funding Corporation's Waterford 3 Secured
Lease Obligation Bonds, _____% Series due ____ (the "Bonds").
The Bonds are being issued pursuant to the Collateral Trust
Indenture dated as of July 1, 1997, as amended by Supplemental
Indenture No. 1 thereto, dated as of July 1, 1997 (the Collateral
Trust Indenture, as so amended, being hereinafter referred to as
the "Trust Indenture"), among the Funding Corporation, the
Company and Bankers Trust Company, as trustee (the "Trustee").
This opinion is being rendered to you at the request of the
Company.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Restated Articles of
Incorporation and By-Laws, each as amended; (b) the Underwriting
Agreement; (c) the Trust Indenture; (d) the Registration
Statement and Prospectus; (e) the records of various corporate
proceedings relating to the authorization, execution and delivery
by the Company of the Trust Indenture and the Underwriting
Agreement; and (f) the proceedings before the Commission under
the Holding Company Act relating to the issuance and sale of the
Bonds by the Funding Corporation. We have also examined or
caused to be examined such other documents and have satisfied
ourselves as to such other matters as we have deemed necessary in
order to render this opinion. Capitalized terms used herein and
not otherwise defined have the meanings ascribed to such terms in
the Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(i) The Company is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Louisiana, has due corporate power and authority to conduct the
business which it is described as conducting in the Prospectus
and to own and operate the properties owned and operated by it in
such business and is duly qualified to conduct such business in
the State of Louisiana.
(ii) The Trust Indenture has been duly and validly
authorized by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by the
Company, is a legal, valid and binding instrument of the Company
enforceable against the Company in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting creditors' rights and general equitable principles
(regardless of whether enforceability is considered in a
proceeding in equity or at law), and has been duly qualified
under the TIA and no proceedings to suspend such qualification
have been instituted or, to our knowledge, threatened by the
Commission.
(iii) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(4) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Selected Information",
"Certain Terms of the Collateral Bonds", "Security and Source of
Payment for the Collateral Bonds", "Description of the Collateral
Bonds and the Indenture", "Description of the Lease Indentures",
"Description of the Leases" and "Other Agreements", insofar as
they purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(5) The execution, delivery and performance by the
Company of the Underwriting Agreement and the Trust Indenture and
the consummation of the transactions contemplated thereby (a)
will not violate any provision of the Company's Restated Articles
of Incorporation or By-Laws, each as amended, (b) will not
violate any provision of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance on or security interest in (except as contemplated by
the Trust Indenture) any of the assets of the Company pursuant to
the provisions of, any mortgage, indenture, contract, agreement
or other undertaking known to us (having made due inquiry with
respect thereto) to which the Company is a party or which
purports to be binding upon the Company or upon any of its
assets, and (c) will not violate any provision of any law or
regulation applicable to the Company or, to the best of our
knowledge (having made due inquiry with respect thereto), any
provision of any order, writ, judgment or decree of any
governmental instrumentality applicable to the Company (except
that various consents of, and filings with, governmental
authorities may be required to be obtained or made, as the case
may be, in connection or compliance with the provisions of the
securities or blue sky laws of any jurisdiction).
(6) Except as to the financial statements and other
financial or statistical data included or incorporated by
reference therein, upon which we do not pass, the Registration
Statement, at the time it became effective, and the Prospectus,
at the time it was transmitted for filing to the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities Act
and (except with respect to the Statement of Eligibility, upon
which we do not pass) the TIA, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations were deemed to comply
therewith; and, with respect to documents or portions thereof
filed with the Commission pursuant to the Exchange Act, and
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3, such documents or portions thereof, when filed with
the Commission, complied as to form in all material respects with
the applicable provisions of the Exchange Act, and the applicable
instructions, rules and regulations of the Commission thereunder
or pursuant to said instructions, rules and regulations were
deemed to comply therewith; the Registration Statement has
become, and on the date hereof is, effective under the Securities
Act; and, to the best of our knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose are pending or threatened
under Section 8(d) of the Securities Act.
(7) An appropriate order has been entered by the
Commission under the Holding Company Act authorizing the issuance
and sale of the Bonds by the Funding Corporation; to the best of
our knowledge, said order is in full force and effect; no further
approval, authorization, consent or other order of any
governmental body including without limitation the Nuclear
Regulatory Commission (other than the declaration of
effectiveness of the Registration Statement under the Securities
Act or the qualification of the Trust Indenture under the TIA,
which have been duly obtained, or in connection or compliance
with the provisions of the securities or blue sky laws of any
jurisdiction) is legally required to permit the issuance and sale
of the Bonds by the Funding Corporation pursuant to the
Underwriting Agreement; and no further approval, authorization,
consent or other order of any governmental body is legally
required to permit the performance by the Company of its
obligations with respect to the Bonds or under the Trust
Indenture and the Underwriting Agreement.
(8) Assuming the capacity of the Owner Participant (as
defined in the Prospectus), the Owner Trustee and the Lease
Indenture Trustee (as defined in the Prospectus) to engage in the
transactions contemplated by each Lease Indenture (as defined in
the Prospectus) and the Transaction Documents, (a) the Pledged
Lessor Bonds (as defined in the Prospectus) are equally and
ratably secured by a lien on and security interest in (i) the
related Undivided Interest (as defined in the Prospectus) and
(ii) the rights of the Owner Trustee under the Transaction
Documents, including the right to receive all payments of Basic
Rent (as defined in Appendix A to the Participation Agreement)
and certain other payments made by the Company, subject to
certain exceptions (including, but not limited to, the creation
of liens in respect of moneys and securities not held by the
Lease Indenture Trustee), and (b) the execution by the Owner
Trustee and delivery to the Lease Indenture Trustee of each Lease
Indenture and the Transaction Documents, and the filings and/or
recordings heretofore effected, create a valid and perfected
first lien thereon and security interest therein (subject only to
certain permitted liens) in favor of the Funding Corporation.
The description of the Lease Indenture Estate (as defined in the
Prospectus) contained in the Lease Indenture is adequate under
the laws of the State of Louisiana to create the lien therein
that the Lease Indenture purports to create.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included or incorporated by reference in the
Registration Statement and the Prospectus and take no
responsibility therefor, except insofar as such statements relate
to us and as set forth in paragraph (4) above. In connection
with the preparation by the Company of the Registration Statement
and the Prospectus, we have had discussions with certain of the
Company's officers and representatives, with other counsel for
the Company and with the independent certified public accountants
of the Company who examined certain of the financial statements
included or incorporated by reference in the Registration
Statement. Our examination of the Registration Statement and the
Prospectus and our discussions did not disclose to us any
information which gives us reason to believe that the
Registration Statement, at the Effective Date, contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, at
the time transmitted for filing to the Commission pursuant to
Rule 424(b) and at the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to the financial statements or other financial or statistical
data included or incorporated by reference in the Registration
Statement, the Prospectus or as to the Statement of Eligibility
or as to the information contained in the Prospectus Supplement
under the caption "Certain Terms of the Collateral Bonds--Book-
Entry Only System."
We are members of the Louisiana Bar and do not hold
ourselves out as experts on the laws of any other state. We have
examined the opinions of even date herewith rendered to you by
Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and we
concur in the conclusions expressed therein insofar as they
involve questions of Louisiana law. As to all matters of New
York law, we have relied, with your approval, upon the opinion of
even date herewith addressed to you by Reid & Priest LLP.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose without our prior written
consent, except that Reid & Priest LLP and Winthrop, Stimson,
Putnam & Roberts may rely on this opinion as to all matters of
Louisiana law in rendering their opinions required to be
delivered under the Underwriting Agreement.
Very truly yours,
MONROE & LEMANN
(A Professional Corporation)
By:
EXHIBIT B
[Letterhead of Reid & Priest LLP]
July 14, 1997
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036-8293
Ladies and Gentlemen:
We, together with Monroe & Lemann (A Professional
Corporation), of New Orleans, Louisiana, have acted as counsel
for Entergy Louisiana, Inc., a Louisiana corporation (the
"Company"), in connection with the issuance and sale to you
pursuant to the Underwriting Agreement, effective June __, 1997
(the "Underwriting Agreement"), among W3A Funding Corporation, a
Delaware corporation ("Funding Corporation"), the Company and
you, of $307,632,000 aggregate principal amount of the Funding
Corporation's Waterford 3 Secured Lease Obligation Bonds, _____%
Series due ____ (the "Bonds"). The Bonds are being issued
pursuant to the Collateral Trust Indenture, dated as of July 1,
1997, as amended by Supplemental Indenture No. 1, dated as of
July 1, 1997 (the Collateral Trust Indenture, as so amended,
being hereinafter referred to as the "Trust Indenture"), among
the Funding Corporation, the Company and Bankers Trust Company,
as trustee (the "Trustee"). This opinion is being rendered to
you at the request of the Company.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) the Company's Restated Articles of
Incorporation and By-Laws, each as amended; (b) the Underwriting
Agreement; (c) the Trust Indenture; (d) the Registration
Statement and Prospectus; (e) the records of various corporate
proceedings relating to the authorization, execution and delivery
by the Company of the Trust Indenture and the Underwriting
Agreement; and (f) the proceedings before the Commission under
the Holding Company Act relating to the issuance and sale of the
Bonds by Funding Corporation. We have also examined or caused to
be examined such other documents and have satisfied ourselves as
to such other matters as we have deemed necessary in order to
render this opinion. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(iv) The Trust Indenture has been duly and validly
authorized by all necessary corporate action on the part of the
Company, has been duly and validly executed and delivered by the
Company, is a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws
affecting creditors' rights and general equitable principles
(regardless of whether enforceability is considered in a
proceeding in equity or at law), and has been duly qualified
under the TIA, and no proceedings to suspend such qualification
have been instituted or, to our knowledge, threatened by the
Commission.
(v) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(vi) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Selected Information",
"Certain Terms of the Collateral Bonds", "Security and Source of
Payment for the Collateral Bonds", "Description of the Collateral
Bonds and the Indenture", "Description of the Lease Indentures",
"Description of the Leases" and "Other Agreements", insofar as
they purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(vii) The execution, delivery and performance by the
Company of the Underwriting Agreement and the consummation of the
transactions contemplated thereby will not violate any provision
of, or constitute a default under, any of the Transaction
Documents.
(viii) Except as to the financial statements and other
financial or statistical data included or incorporated by
reference therein, upon which we do not pass, the Registration
Statement, at the time it became effective, and the Prospectus,
at the time it was transmitted for filing to the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities Act
and (except with respect to the Statement of Eligibility, upon
which we do not pass) the TIA, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations were deemed to comply
therewith; and, with respect to documents or portions thereof
filed with the Commission pursuant to the Exchange Act, and
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3, such documents or portions thereof, when filed with
the Commission, complied as to form in all material respects with
the applicable provisions of the Exchange Act, and the applicable
instructions, rules and regulations of the Commission thereunder
or pursuant to said instructions, rules and regulations were
deemed to comply therewith; the Registration Statement has
become, and on the date hereof is, effective under the Securities
Act; and, to the best of our knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose are pending or threatened
under Section 8(d) of the Securities Act.
(ix) An appropriate order has been entered by the Commission
under the Holding Company Act authorizing the issuance and sale
of the Bonds; to the best of our knowledge, said order is in full
force and effect; no further approval, authorization, consent or
other order of any governmental body including without limitation
the Nuclear Regulatory Commission (other than the declaration of
effectiveness of the Registration Statement under the Securities
Act or the qualification of the Trust Indenture under the TIA,
which have been duly obtained, or in connection or compliance
with the provisions of the securities or blue sky laws of any
jurisdiction) is legally required to permit the issuance and sale
of the Bonds by the Funding Corporation pursuant to the
Underwriting Agreement; and no further approval, authorization,
consent or other order of any governmental body is legally
required to permit the performance by the Company of its
obligations with respect to the Bonds or under the Trust
Indenture and the Underwriting Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness,
completeness and fairness of the statements made by the Company
and information included in the Registration Statement and the
Prospectus and take no responsibility therefor, except insofar as
such statements relate to us and as set forth in paragraph (3)
above. In connection with the preparation by the Company of the
Registration Statement and the Prospectus, we have had
discussions with certain of the Company's officers and
representatives, with other counsel for the Company and with the
independent certified public accountants of the Company who
examined certain of the financial statements included or
incorporated by reference in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that the Registration Statement, at
the Effective Date, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, at the time transmitted for
filing to the Commission pursuant to Rule 424(b) and at the date
hereof, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. We do
not express any opinion or belief as to the financial statements
or other financial or statistical data included or incorporated
by reference in the Registration Statement or the Prospectus, as
to the Statement of Eligibility or as to the information
contained in the Prospectus Supplement under the caption "Certain
Terms of the Collateral Bonds--Book-Entry Only System."
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 the opinion of
even date herewith addressed to you of Monroe & Lemann (A
Professional Corporation). We have not examined into and are not
passing upon matters relating to title to property, franchises or
the liens of the Trust Indenture or the Lease Indentures (as
defined in the Prospectus).
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner by any other
person or for any other purpose without our prior written
consent, except that Monroe & Lemann (A Professional Corporation)
may rely on this opinion as to matters of New York law in
rendering its opinion required to be delivered under the
Underwriting Agreement.
Very truly yours,
REID & PRIEST LLP
EXHIBIT C
[Letterhead of Reid & Priest LLP]
July 14, 1997
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036-8293
Ladies and Gentlemen:
We have acted as special counsel to W3A Funding
Corporation, a Delaware corporation ("Funding Corporation"), in
connection with the issuance and sale to you of $307,632,000
aggregate principal amount of its Waterford 3 Secured Lease
Obligation Bonds, _____% Series due ____ (the "Bonds"), pursuant
to the Underwriting Agreement, effective June __, 1997 (the
"Underwriting Agreement"), among Funding Corporation, Entergy
Louisiana, Inc., a Louisiana corporation ("Entergy Louisiana"),
and you. The Bonds are being issued pursuant to the Collateral
Trust Indenture, dated as of July 1, 1997 (the "Original
Indenture"), as amended by Supplemental Indenture No. 1 thereto
(the "Supplemental Indenture"), dated as of July 1, 1997 (the
Original Indenture, as so amended, being hereinafter referred to
as the "Trust Indenture"), among Funding Corporation, Entergy
Louisiana and Bankers Trust Company, as Trustee (the "Trustee").
This opinion is being rendered to you at the request of Funding
Corporation.
In our capacity as such counsel, we have either
participated in the preparation of or have examined and are
familiar with: (a) Funding Corporation's Certificate of
Incorporation and By-Laws, each as amended; (b) the Underwriting
Agreement; (c) the Trust Indenture; (d) the Registration
Statement and Prospectus; (e) the records of various corporate
proceedings relating to the authorization, issuance and sale of
the Bonds by Funding Corporation and the authorization, execution
and delivery by Funding Corporation of the Trust Indenture and
the Underwriting Agreement; and (f) the proceedings before the
Commission under the Holding Company Act relating to the issuance
and sale of the Bonds by the Funding Corporation. We have also
examined or caused to be examined such other documents and have
satisfied ourselves as to such other matters as we have deemed
necessary in order to render this opinion. We have not examined
the Bonds, except specimens thereof, and we have relied upon a
certificate of the Trustee as to the authentication and delivery
thereof. Capitalized terms used herein and not otherwise defined
have the meanings ascribed to such terms in the Underwriting
Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) Funding Corporation is duly organized and validly
existing as a corporation in good standing under the laws of the
State of Delaware and has due corporate power and authority to
own its properties and conduct its business as described in the
Prospectus.
(2) The Trust Indenture has been duly and validly
authorized by all necessary corporate action on the part of
Funding Corporation, has been duly and validly executed and
delivered by Funding Corporation, is a legal, valid and binding
obligation of Funding Corporation enforceable against Funding
Corporation in accordance with its terms, except as limited by
bankruptcy, insolvency, fraudulent conveyance, reorganization or
other similar laws affecting creditors' rights and general
equitable principles (regardless of whether enforceability is
considered in a proceeding in equity or at law), and has been
duly qualified under the TIA, and no proceedings to suspend such
qualification have been instituted or, to our knowledge,
threatened by the Commission.
(3) The Bonds have been duly and validly authorized,
executed and issued by Funding Corporation and are legal, valid
and binding obligations of Funding Corporation enforceable
against Funding Corporation in accordance with their terms,
except as limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
creditors' rights and general equitable principles (regardless of
whether enforceability is considered in a proceeding in equity or
at law), and are entitled to the benefit of the security afforded
by the Trust Indenture.
(4) The Registration Statement has become, and on the
date hereof is, effective under the Securities Act, and to the
best of our knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceedings
for that purpose are pending or threatened under Section 8(d) of
the Securities Act.
(5) The Commission has issued an order under the
Holding Company Act authorizing the issuance and sale of the
Bonds, and no other approval, authorization, consent or other
order of any regulatory body (other than the declaration of
effectiveness of the Registration Statement under the Securities
Act or the qualification of the Trust Indenture under the TIA,
which have been duly obtained, or such registration or
qualification as may be required under the securities or blue sky
laws of any jurisdiction) is legally required for the valid
issuance and sale of the Bonds by the Funding Corporation
pursuant to the Underwriting Agreement; and no further approval,
authorization, consent or other order of any governmental body is
legally required to permit the performance by the Funding
Corporation of its obligations with respect to the Bonds or under
the Trust Indenture and the Underwriting Agreement.
(6) It is not necessary for Funding Corporation
to register as an investment company pursuant to the Investment
Company Act of 1940, as amended, in order to participate in the
transactions contemplated by the Prospectus.
(7) The Underwriting Agreement has been duly
authorized, executed and delivered by Funding Corporation.
(8) The execution, delivery and performance by Funding
Corporation of the Underwriting Agreement, the Bonds or the Trust
Indenture and the consummation of the transactions contemplated
thereby (a) will not violate any provision of Funding
Corporation's Certificate of Incorporation or By-Laws, each as
amended, (b) will not violate any provision of, or constitute a
default under, or result in the creation or imposition of any
lien, charge or encumbrance on or security interest in (except as
contemplated by the Trust Indenture) any of the assets of Funding
Corporation pursuant to the provisions of, any mortgage,
indenture, contract, agreement or other undertaking known to us
(having made due inquiry with respect thereto) to which Funding
Corporation is a party or which purports to be binding upon the
Company or upon any of its assets, and (c) will not violate any
provision of any law or regulation known to us to be applicable
to Funding Corporation or any provision of any order, writ,
judgment or decree of any governmental instrumentality known to
us to be applicable to Funding Corporation (except that various
consents of, and filings with, governmental authorities may be
required to be obtained or made, as the case may be, in
connection or compliance with the provisions of the securities or
blue sky laws of any jurisdiction).
(9) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Selected Information",
"Certain Terms of the Collateral Bonds", "Security and Source of
Payment for the Collateral Bonds", "W3A Funding Corporation",
"Description of the Collateral Bonds and the Indenture",
"Description of the Lease Indentures", "Description of the
Leases" and "Other Agreements", insofar as they purport to
constitute summaries of documents referred to therein, constitute
accurate summaries of the terms of such documents in all material
respects.
(10) No recordation, registration or filing of the
Original Indenture, the Supplemental Indenture or any other
supplemental indenture or instrument of further assurance is
necessary to make effective the lien intended to be created by
the Trust Indenture with respect to the Pledged Property (as
defined in the Original Indenture).
The opinion expressed in paragraph (10) above assumes
(x) the due authorization, execution and delivery of the Original
Indenture and the Supplemental Indenture by each of the parties
thereto (other than Funding Corporation) and that the same
constitute the legal, valid and binding agreements of such
parties, enforceable against such parties in accordance with
their respective terms, (y) that no property of the types
described in the Granting Clauses of the Original Indenture,
other than the Pledged Lessor Bonds (as defined in the
Prospectus), has been subjected to the lien of the Trust
Indenture, and (z) that the Trustee has obtained and continues to
retain possession of such Pledged Lessor Bonds.
In rendering the opinions set forth above, we have not
passed upon and do not purport to pass upon the application of
any laws of any jurisdiction other than the federal laws of the
United States of America, the laws of the State of New York and
the General Corporation Law of the State of Delaware.
The opinion set forth above is solely for the benefit
of the addressees of this letter in connection with the
Underwriting Agreement and the transactions contemplated
thereunder and may not be relied upon in any manner or for any
other purpose by any other person without our prior written
consent, except that the Trustee, Funding Corporation and Entergy
Louisiana are entitled to rely on this opinion as if addressed to
them.
Very truly yours,
REID & PRIEST LLP
EXHIBIT D
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
July 14, 1997
Morgan Stanley & Co. Incorporated
Citicorp Securities, Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036-8293
Ladies and Gentlemen:
We have acted as counsel for you as the several
underwriters of $307,632,000 in aggregate principal amount of
Waterford 3 Secured Lease Obligation Bonds, _____% Series due
____ (the "Bonds") issued by W3A Funding Corporation, a Delaware
corporation (the "Funding Corporation"), pursuant to the
Underwriting Agreement, effective June __, 1997 (the
"Underwriting Agreement"), among the Funding Corporation, Entergy
Louisiana, Inc, a Louisiana corporation ("Entergy Louisiana"),
and you. The Bonds are being issued pursuant to the Collateral
Trust Indenture, dated as of July 1, 1997, as amended by
Supplemental Indenture No. 1 thereto, dated as of July 1, 1997
(the Collateral Trust Indenture, as so amended, being hereinafter
referred to as the "Trust Indenture"), among the Funding
Corporation, Entergy Louisiana and Bankers Trust Company, as
Trustee (the "Trustee").
We are members of the bar of the State of New York and,
for purposes of this opinion, do not hold ourselves out as
experts on the laws of any jurisdiction other than the laws of
the State of New York, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.
We have, with your consent, relied upon an opinion of even date
herewith addressed to you of Monroe & Lemann (A Professional
Corporation) as to all matters of Louisiana law related to this
opinion. We have reviewed said opinion and believe that it is
satisfactory. We have also reviewed the opinion of Reid & Priest
LLP required by Section 8(d) of the Underwriting Agreement, and
we believe said opinion to be satisfactory.
In our capacity as your counsel, we have reviewed, and
have relied as to matters of fact material to this opinion upon,
the documents delivered to you at the closing of the transactions
contemplated by the Underwriting Agreement, and we have reviewed
such other documents and have satisfied ourselves as to such
other matters as we have deemed necessary in order to enable us
to render this opinion. As to such matters of fact material to
this opinion, we have relied upon representations and
certifications of the Company and Funding Corporation in such
documents and in the Underwriting Agreement, and upon statements
in the Registration Statement. In such review, we have assumed
the genuineness of all signatures, the conformity to the
originals of the documents submitted to us as certified or
photostatic copies, the authenticity of the originals of such
documents and all documents submitted to us as originals and the
correctness of all statements of fact contained in all such
original documents. We have not examined the Bonds, except
specimens thereof, and we have relied upon a certificate of the
Trustee as to the authentication and delivery thereof. We have
not examined into, and are expressing no opinion or belief as to
matters relating to, incorporation of the Company or Funding
Corporation, titles to property, franchises or the liens of the
Trust Indenture or the Lease Indentures (as defined in the
Prospectus). Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the
Underwriting Agreement.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Trust Indenture has been duly and validly
authorized by all necessary corporate action on the part of each
of the Company and the Funding Corporation, has been duly and
validly executed and delivered by each of the Company and the
Funding Corporation, and is a legal, valid and binding instrument
of each of the Company and the Funding Corporation enforceable
against the Company and the Funding Corporation in accordance
with its terms, except as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting creditors' rights and general principles
of equity (regardless of whether enforceability is considered in
a proceeding in equity or at law), and, to the best of our
knowledge, is qualified under the TIA and no proceedings to
suspend such qualification have been instituted or threatened by
the Commission.
(2) The Bonds have been duly and validly authorized by
all necessary corporate action on the part of the Funding
Corporation, and are legal, valid and binding obligations of the
Funding Corporation enforceable against the Funding Corporation
in accordance with their terms, except as limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting creditors' rights and general equitable
principles (regardless of whether enforceability is considered in
a proceeding in equity or at law) and are entitled to the benefit
of the security purported to be afforded by the Trust Indenture.
(3) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Selected Information",
"Certain Terms of the Collateral Bonds", "Security and Source of
Payment for the Collateral Bonds", "Description of the Collateral
Bonds and the Indenture", "Description of the Lease Indentures",
"Description of the Leases" and "Other Agreements", insofar as
they purport to constitute summaries of the documents referred to
therein, constitute accurate summaries of the terms of such
documents in all material respects.
(4) The Underwriting Agreement has been duly
authorized, executed and delivered by the Funding Corporation and
the Company.
(5) An appropriate order has been issued by the
Commission under the Holding Company Act authorizing the issuance
and sale of the Bonds by the Funding Corporation and, to the best
of our knowledge, such order is in full force and effect; and no
further approval, authorization, consent or other order of any
governmental body (other than the declaration of effectiveness of
the Registration Statement under the Securities Act or the
qualification of the Trust Indenture under the TIA, which have
been duly obtained, or in connection or compliance with the
provisions of the securities or blue sky laws of any
jurisdiction) is legally required to permit the issuance and sale
of the Bonds by the Funding Corporation pursuant to the
Underwriting Agreement.
(6) Except in each case as to the financial statements
and other financial or statistical data included or incorporated
by reference therein, upon which we do not pass, the Registration
Statement, at the time it became effective, and the Prospectus,
at the time it was transmitted for filing to the Commission
pursuant to Rule 424(b), complied as to form in all material
respects with the applicable requirements of the Securities Act
and (except with respect to the Statement of Eligibility, upon
which we do not pass) the TIA, and the applicable instructions,
rules and regulations of the Commission thereunder or pursuant to
said instructions, rules and regulations were deemed to comply
therewith; and, with respect to documents or portions thereof
filed with the Commission pursuant to the Exchange Act, and
incorporated by reference in the Prospectus pursuant to Item 12
of Form S-3, such documents or portions thereof, on the day filed
with the Commission, complied as to form in all material respects
with the applicable provisions of the Exchange Act, and the
applicable instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations were deemed to comply therewith; to the best of our
knowledge, the Registration Statement has become, and on the date
hereof is, effective under the Securities Act and no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose are pending or
threatened under Section 8(d) of the Securities Act.
In passing upon the form of the Registration Statement
and the form of the Prospectus, we necessarily assume the
correctness, completeness and fairness of statements made by the
Company and the Funding Corporation and information included or
incorporated by reference in the Registration Statement and the
Prospectus and take no responsibility therefor, except insofar as
such statements relate to us and as set forth in paragraph (3)
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus, we have had
discussions with certain officers, employees and representatives
of the Funding Corporation, the Company and Entergy Services,
Inc., with counsel for the Funding Corporation and the Company
and with your representatives. Our review of the Registration
Statement and the Prospectus, and the above-mentioned
discussions, did not disclose to us any information which gives
us reason to believe that the Registration Statement, at the
Effective Date, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or
that the Prospectus, at the time transmitted for filing to the
Commission pursuant to Rule 424(b) and at the date hereof,
contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading. We do not express
any opinion or belief as to the financial statements or other
financial or statistical data included or incorporated by
reference in the Registration Statement or Prospectus, as to the
Statement of Eligibility or as to the information contained in
the Prospectus Supplement under the caption "Certain Terms of the
Collateral Bonds-Book-Entry Only System."
This opinion is solely for the benefit of the
addressees hereof in connection with the Underwriting Agreement
and the transactions contemplated thereunder and may not be
relied upon in any manner by any other person or for any other
purpose, without our prior written consent.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
EXHIBIT E
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS PURSUANT TO
SECTION 8(f)(iv) OF THE UNDERWRITING AGREEMENT FOR INCLUSION IN
THE LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN
Caption Pages Items
Annual Report on Form 10-K for
the year ended December 31, 1996
"SELECTED FINANCIAL DATA--
FIVE-YEAR COMPARISON" 93 The amounts of electric
operatin revenues (by source)
for the twelve month periods
ended December 31, 1996 and 1995.
Quarterly Report on Form 10-Q for
the period ended March 31, 1997
"SELECTED OPERATING
RESULTS" 38 The amounts of electric operating
revenues (by source) for the three
months ended March 31, 1997 and
1996.