Exhibit 5(b)
                                                       
                                                  


                                                  
               

                    

                       February 29, 1996



Louisiana Power & Light Company
639 Loyola Avenue
New Orleans, Louisiana 70113

Ladies and Gentlemen:

          We refer to the Registration Statement on Form S-3 to
be filed with the Securities and Exchange Commission (the
"Commission") on or about the date hereof by Louisiana Power &
Light Company (the "Company") for the registration under the
Securities Act of 1933, as amended, of $322,526,000 aggregate
principal amount of Waterford 3 Secured Lease Obligation Bonds
("the Bonds") to be issued, in one or more series, by W3A Funding
Corporation ("Funding Corporation") and for the qualification
under the Trust Indenture Act of 1939, as amended, of the
Collateral Trust Indenture, as proposed to be supplemented
("Collateral Trust Indenture"), under which the Bonds are to be
issued.

          We are of the opinion that the Company is a corporation
validly organized, existing and in good standing under the laws
of the State of Louisiana.

          We are further of the opinion that all action necessary
to make valid the proposed issuance and sale by Funding
Corporation of the Bonds to the purchasers thereof will have been
taken when:

          (a)  the Company's said Registration Statement on Form
S-3, as it
               may be amended, shall become effective in
accordance
               with the applicable provisions of the Securities
Act of 1933, as
               amended, and a supplement or supplements to the
prospectus
               specifying certain details with respect to the
offering or
               offerings of the Bonds shall have been filed with
the Commission,
               and the Collateral Trust Indenture shall have been
qualified under
               the Trust Indenture Act of 1939, as amended;

          (b)  an appropriate order or orders shall have been
               issued by the Commission under the Public Utility
               Holding Company Act of 1935 in respect of the
               related Application-Declaration on Form U-1 (File
               No. 70-8771), asamended and as it may be further
               amended;

          (c)  appropriate action shall have been taken by the
Boards of Directors
               of the Company and of Funding Corporation for the
purpose of
               authorizing the consummation of the issuance and
sale of the Bonds;

          (d)  the proposed Collateral Trust Indenture, under
               which the Bonds are to be issued, shall have been
               appropriately executed and delivered; and
          
          (e)  the Bonds shall have been appropriately issued and
delivered for the
               consideration contemplated by, and otherwise in
conformity with,
               the acts, proceedings and documents referred to
above.

          We are further of the opinion that when the foregoing
steps have been taken, the Bonds will be legal, valid and binding
obligations of Funding Corporation enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation or other laws affecting
the enforcement of creditors' rights, by fraudulent conveyance
and transfer laws and by general equitable principles and the
exercise of judicial discretion in applying remedies for the
enforcement of the rights and security provided for therein,
including the remedy of specific enforcement and otherwise.  This
opinion does not pass upon the matter of compliance with "blue
sky" laws or similar laws relating to the sale or distribution of
the Bonds by underwriters.

          We are members of the Louisiana Bar and do not hold
ourselves out as experts on the laws of any other state.  In
giving this opinion, we have relied, as to all matters of
Delaware and New York law, upon the opinion of even date
addressed to you by Reid & Priest LLP.  We have not examined into
and are not passing upon matters relating to the incorporation of
Funding Corporation.

          We hereby consent to the use of this opinion as an
exhibit to the Company's said Registration Statement on Form S-3,
as it may be amended, and consent to such references to our firm
as may be made in such Registration Statement and in the
Prospectus constituting a part thereof.


                                   Very truly yours,


                                   /s/ Monroe & Lemann

                                    Monroe & Lemann