Exhibit 1
New Orleans Public Service Inc.
$40,000,000
General and Refunding Mortgage Bonds
8% Series due March 1, 2006
UNDERWRITING AGREEMENT
March 20, 1996
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
c/o Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Ladies and Gentlemen:
The undersigned, New Orleans Public Service Inc., a
Louisiana corporation (the "Company"), proposes to issue and sell
severally to you, as underwriters (the "Underwriters," which
term, when the context permits, shall also include any
underwriters substituted as hereinafter in Section 11 provided),
an aggregate of $40,000,000 principal amount of the Company's
General and Refunding Mortgage Bonds, 8% Series due March 1, 2006
(the "Bonds"), as follows:
SECTION 1. Purchase and Sale. On the basis of the
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall
issue and sell to each of the Underwriters, and each Underwriter
shall purchase from the Company, at the time and place herein
specified, severally and not jointly, the respective principal
amounts of the Bonds set forth opposite the name of such
Underwriter in Schedule I attached hereto at 99.022% of the
principal amount of the Bonds.
SECTION 2. Description of Bonds. The Bonds shall be
issued under and pursuant to the Company's Mortgage and Deed of
Trust, dated as of May 1, 1987, with Bank of Montreal Trust
Company, as Corporate Trustee (the "Corporate Trustee"), and Mark
F. McLaughlin (successor to Z. George Klodnicki), as Co-Trustee
(the "Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Sixth Supplemental Indenture, dated as of March 1, 1996 (the
"Supplemental Indenture"). Said Mortgage and Deed of Trust as so
amended and supplemented is hereinafter referred to as the
"Mortgage". The Bonds and the Supplemental Indenture shall have
the terms and provisions described in the Prospectus (as defined
herein), provided that subsequent to the date hereof and prior to
the Closing Date (as defined herein) the form of the Supplemental
Indenture may be amended by mutual agreement between the Company
and the Underwriters.
SECTION 3. Representations and Warranties of the
Company. The Company represents and warrants to the several
Underwriters, and covenants and agrees with the several
Underwriters, that:
(a) 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.
(b) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on Form S-3 (File No. 33-57926), as amended (the
"1993 Registration Statement"), for the registration of
$145,000,000 aggregate principal amount of the Company's
General and Refunding Mortgage Bonds (the "General and
Refunding Mortgage Bonds") under the Securities Act of 1933,
as amended (the "Securities Act"), and the 1993 Registration
Statement has become effective. While $15,000,000 aggregate
principal amount of General and Refunding Mortgage Bonds
remained unsold under the 1993 Registration Statement, the
Company also filed with the Commission a registration
statement (File No. 333-00255)(the "1996 Registration
Statement") for the registration of an additional
$65,000,000 aggregate principal amount of General and
Refunding Mortgage Bonds under the Securities Act, and the
1996 Registration Statement has become effective. The
Company qualifies for use of Form S-3 for the registration
of the Bonds, and the Bonds are registered under the
Securities Act. The combined prospectus forming a part of
the 1996 Registration Statement and relating, pursuant to
Rule 429 under the Securities Act, to $80,000,000 aggregate
principal amount of the General and Refunding Mortgage Bonds
(all of which General and Refunding Mortgage Bonds remain
unsold), including the Bonds, at the time the 1996
Registration Statement (or the most recent amendment thereto
filed prior to the time of effectiveness of this
Underwriting Agreement) 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 (i) the Basic
Prospectus shall have been amended, revised or supplemented
(but excluding any supplements to the Basic Prospectus
relating solely to General and Refunding Mortgage Bonds
other than the Bonds) prior to the time of effectiveness of
this Underwriting Agreement, including without limitation by
any preliminary prospectus supplement relating to the Bonds
or (ii) 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 the
1996 Registration Statement became effective and prior to
the time of effectiveness of this Underwriting Agreement
(but excluding documents incorporated therein by reference
relating solely to General and Refunding Mortgage Bonds
other than the Bonds), 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.
The 1996 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 (a "Prospectus
Supplement") to be filed with, or 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.
(c) (i) After the time of effectiveness of this
Underwriting Agreement and during the time specified in
Section 6(d), the Company will not file any amendment to the
1993 Registration Statement, the Registration Statement or
any supplement to the Prospectus (except any amendment or
supplement relating solely to General and Refunding Mortgage
Bonds other than the Bonds), and (ii) 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 said Counsel 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
(except documents incorporated by reference relating solely
to General and Refunding Mortgage Bonds other than the
Bonds) pursuant to Item 12 of Form S-3 shall be deemed a
supplement to the Prospectus.
(d) The 1993 Registration Statement and the
Registration Statement, in the forms in which they (or the
latest post-effective amendment thereto) became effective,
and the Mortgage, at such times, 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 "Trust Indenture
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. The documents
incorporated by reference in the Prospectus pursuant to Item
12 of Form S-3, on the date first 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 (i) the date the Registration Statement was
declared effective by the Commission under the Securities
Act and (ii) 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 (i) or
(ii) is hereinafter referred to as the "Effective Date"),
the 1993 Registration Statement and the Registration
Statement did not, and on the date that any post-effective
amendment to the 1993 Registration Statement and the
Registration Statement became or becomes effective (but
excluding any post-effective amendment relating solely to
General and Refunding Mortgage Bonds other than the Bonds),
the 1993 Registration Statement and 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 any 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 paragraph (d) 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 1993 Registration Statement, the Registration Statement
or the Prospectus, as they may be then amended or
supplemented, or to any statements in or omissions from the
statements of eligibility of the Trustees on Form T-1 and
Form T-2, as they may then be amended, under the Trust
Indenture Act filed as exhibits to the 1993 Registration
Statement and the Registration Statement.
(e) 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 Mortgage or any indenture
or other agreement or instrument to which the Company is now
a party.
(f) 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, without any known conflicts with the rights
of others that could have a material adverse effect on the
Company.
SECTION 4. 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
will be offered to the public at the initial public offering
price specified in the Prospectus Supplement plus accrued
interest thereon, if any, from the Closing Date.
SECTION 5. Time and Place of Closing. Delivery of the
Bonds and payment of the purchase price therefor by wire transfer
of immediately available funds 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 March 26, 1996, or at such other
time on the same or such other day as shall be agreed upon by the
Company and Salomon Brothers Inc, or as may be established in
accordance with Section 11 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 in New York, New York. The certificates for the Bonds
shall be in the form of one or more 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 The
Depository Trust Company. 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 among the
Underwriters and the Company, or at such other time and/or date
as may be agreed upon among the Underwriters and the Company.
SECTION 6. Covenants of the Company. 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 1993 Registration
Statement and the Registration Statement, each as originally
filed with the Commission, and of all amendments or
supplements thereto relating to the Bonds, or a conformed
copy thereof, certified by an officer of the Company to be
in the form filed.
(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.
(c) 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
Salomon Brothers Inc promptly of the issuance of any stop
order under the Securities Act with respect to the 1993
Registration Statement or the Registration Statement or the
institution of any proceedings therefor of which the Company
shall have received notice. 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 of which the
Company shall be advised by the Underwriters in writing,
shall occur which 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
which will supplement or amend the Prospectus, so that, as
supplemented or amended, it will not contain any 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 6(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, 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 will furnish such proper information as may be
lawfully required, and will 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 the Company shall not 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 the Company to be unduly burdensome.
(g) The Company will, except as herein provided, pay
all fees, expenses and taxes (except transfer taxes) in
connection with (i) the preparation and filing of the 1993
Registration Statement, the Registration Statement and any
post-effective amendments thereto, (ii) the printing,
issuance and delivery of the Bonds and the preparation,
execution, printing and recordation of the Supplemental
Indenture, (iii) legal counsel relating to the qualification
of the Bonds under the blue sky laws of various
jurisdictions in an amount not to exceed $3,500, (iv) the
printing and delivery to the Underwriters of reasonable
quantities of copies of the 1993 Registration Statement and
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 6, (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. Except as provided above, the Company shall not
be required to pay any expenses of the Underwriters, except
that, if this Underwriting Agreement shall be terminated in
accordance with the provisions of Section 7, 8 or 12 hereof,
the Company will reimburse the Underwriters for (A) the
reasonable fees and expenses of Counsel for the
Underwriters, whose fees and expenses the Underwriters agree
to pay in any other event, and (B) reasonable out-of-pocket
expenses in an aggregate amount not exceeding $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.
(h) The Company will not sell any additional General
and Refunding Mortgage Bonds without the consent of the
Underwriters until the earlier to occur of (i) the Closing
Date and (ii) the date of the termination of the fixed price
offering restrictions applicable to the Underwriters. The
Underwriters agree to notify the Company of such termination
if it occurs prior to the Closing Date.
(i) If not effected prior to the Closing Date, as soon
as practicable after the Closing Date, the Company will make
all recordings, registrations and filings necessary to
perfect and preserve the lien of the Mortgage and the rights
under the Supplemental Indenture, and the Company will use
its best efforts to cause to be furnished to the
Underwriters a supplemental opinion of counsel for the
Company, addressed to the Underwriters, stating that all
such recordings, registrations and filings have been made.
SECTION 7. 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 Company and of any certificates
furnished by the Company on the Closing Date and to the following
conditions:
(a) The Prospectus shall have been filed with, or
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
1993 Registration Statement or 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 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 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 Company, threatened by the Commission.
(c) At the Closing Date, there shall have been issued
and there shall be in full force and effect, to the extent
legally required for the issuance and sale of the Bonds, a
resolution or resolutions of the Council of the City of New
Orleans, Louisiana (the "Council"), authorizing the issuance
and sale of the Bonds on the terms set forth in, or
contemplated by, this Underwriting Agreement, the
Supplemental Indenture and the Prospectus.
(d) At the Closing Date, the Underwriters shall have
received from Laurence M. Hamric, Esq., General Attorney--
Corporate and Securities of Entergy Services, Inc., and Reid
& Priest LLP, opinions, dated the Closing Date,
substantially in the forms set forth in Exhibits A and B
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 C 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, 1995 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 (x) set forth in the Prospectus,
and (y) set forth in documents filed by the Company pursuant
to Section 13, 14 or 15(d) of the Exchange Act as specified
in Exhibit D 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 a certificate, dated the Closing Date and signed by
the President, a Vice President, the Treasurer or an
Assistant Treasurer of the Company, to the effect that (i)
the representations and warranties of the Company contained
herein are true and correct, (ii) the Company has performed
and complied with all agreements and conditions in this
Underwriting Agreement to be performed or complied with by
the Company at or prior to the Closing Date and (iii) since
the most recent date as of which information is given in the
Prospectus, as it may then be amended or supplemented, 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 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 7(f) hereof.
(j) Between the date hereof and the Closing Date, no
Default (or an event which, with the giving of notice or the
passage of time or both, would constitute a Default) under
the Mortgage shall have occurred.
(k) Prior to the Closing Date, Salomon Brothers Inc
shall have received from the Company evidence reasonably
satisfactory to Salomon Brothers Inc that the Bonds have
received ratings of Baa2 or better from Moody's Investors
Service, Inc. and BBB or better from Standard & Poor's
Ratings Group.
(l) Between the date hereof and the Closing Date,
neither Moody's Investors Service, Inc. nor Standard &
Poor's Ratings Group shall have lowered its rating of any of
the Company's outstanding First Mortgage Bonds or General
and Refunding Mortgage Bonds in any respect.
(m) Between the date hereof and the Closing Date, no
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.
(n) 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.
(o) 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 7
shall not have been fulfilled, this Underwriting Agreement may be
terminated by the Underwriters upon notice thereof to the
Company. Any such termination shall be without liability of any
party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 8. Conditions of Company's Obligations. The
obligations of the Company hereunder shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
1993 Registration Statement or 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) There shall have been issued and, at the Closing
Date, there shall be in full force and effect a resolution
or resolutions of the Council authorizing the issuance and
sale of the Bonds on the terms set forth in, or contemplated
by, this Underwriting Agreement, the Supplemental Indenture
and the Prospectus.
In case any of the conditions specified in this Section
8 shall not have been fulfilled, this Underwriting Agreement may
be terminated by the Company upon notice thereof to Salomon
Brothers Inc. Any such termination shall be without liability of
any party to any other party, except as otherwise provided in
paragraph (g) of Section 6 and in Section 10.
SECTION 9. 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 contained in the 1993
Registration Statement or 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
any untrue statement or alleged untrue statement of a material
fact contained in the Basic Prospectus (if used prior to the date
the Prospectus is filed with, or 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
1993 Registration Statement, the Registration Statement, the
Basic Prospectus (if used prior to the date the Prospectus is
filed with, or 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 statements of eligibility of the Trustees on
Form T-1 and Form T-2, as they may be then amended, under the
Trust Indenture Act filed as exhibits to the 1993 Registration
Statement and the Registration Statement; 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 the Basic
Prospectus or the Prospectus as supplemented or amended,
furnished by any 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 on a timely basis by the Company to the
Underwriters pursuant to Section 6(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 amendment or supplement
to the Basic Prospectus relating to any General and Refunding
Mortgage Bonds other than the Bonds and 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 1993 Registration Statement or 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 any untrue statement or alleged
untrue statement of a material fact contained in the Basic
Prospectus (if used prior to the date the Prospectus is filed
with, or 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 1993 Registration Statement or the
Registration Statement, the Basic Prospectus (if used prior to
the date the Prospectus is filed with, or 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 1993 Registration Statement, 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 that 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 9 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) to the Company 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 such
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 9(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 9(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 9(d) are several in
proportion to their respective underwriting obligations and not
joint.
SECTION 10. 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 9 of, and the
representations and warranties and other agreements of 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 Company or its directors or officers, or any of the
other persons referred to in Section 9 hereof and (ii) acceptance
of and payment for the Bonds and (b) the indemnity and
contribution agreements contained in Section 9 shall remain
operative and in full force and effect regardless of any
termination of this Underwriting Agreement.
SECTION 11. 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 that it has
agreed to purchase and pay for hereunder, and the aggregate
principal amount of Bonds that 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 that such
defaulting Underwriter agreed but failed or refused to purchase;
provided that in no event shall the principal amount of Bonds
that any Underwriter has agreed to purchase pursuant to Schedule
I hereof be increased pursuant to this Section 11 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 amount of Bonds that it 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, 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 6
and in Section 10. Any action taken under this paragraph shall
not relieve any defaulting Underwriter from liability in respect
of its default under this Underwriting Agreement.
SECTION 12. Termination. This Underwriting Agreement
shall be subject to termination by notice given by written notice
from Salomon Brothers Inc to the Company, 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 in New York 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 Salomon Brothers Inc,
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 Salomon Brothers Inc, impracticable to market the
Bonds. This Underwriting Agreement shall also be subject to
termination, upon notice by Salomon Brothers Inc as provided
above, if, in the judgment of Salomon Brothers Inc, 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 or to the activity of the
Underwriters or to the terms of any series of General and
Refunding Mortgage Bonds not included in the Bonds) 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 12,
shall be without liability of any party to any other party,
except as otherwise provided in paragraph (g) of Section 6 and in
Section 10.
SECTION 13. 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
Salomon Brothers Inc. 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 Underwriters and, with
respect to the provisions of Section 9, each director, officer
and other persons referred to in Section 9, 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.
SECTION 14. Notices. All communications hereunder
shall be in writing and, if to the Underwriters, shall be mailed
or delivered to Salomon Brothers Inc at the address set forth at
the beginning of this Underwriting Agreement to the attention of
its General Counsel or, if to the Company, shall be mailed or
delivered to it at 639 Loyola Avenue, New Orleans, Louisiana
70113, Attention: Treasurer, or, if to Entergy Services, Inc.,
shall be mailed or delivered to it at 639 Loyola Avenue, New
Orleans, Louisiana 70113, Attention: Treasurer.
Very truly yours,
New Orleans Public Service Inc.
By:
Name: William J. Regan, Jr.
Title: Vice President and Treasurer
Accepted as of the date first above written:
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
By: Salomon Brothers Inc
By:
Name:
Title:
SCHEDULE I
New Orleans Public Service Inc.
$40,000,000 General and Refunding Mortgage Bonds
8% Series due March 1, 2006
Name Amount
Salomon Brothers Inc $20,000,000
Bear, Stearns & Co. Inc. $20,000,000
___________
Total $40,000,000
EXHIBIT A
[Letterhead of Entergy Services, Inc.]
March __, 1996
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
c/o Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Ladies and Gentlemen:
I, together with Reid & Priest LLP, of New York, New
York, have acted as counsel for New Orleans Public Service Inc.
(the "Company") in connection with the issuance and sale to you,
pursuant to the Underwriting Agreement effective March __, 1996
(the "Underwriting Agreement"), between the Company and you, of
$40,000,000 aggregate principal amount of its General and
Refunding Mortgage Bonds ____% Series due March 1, 2006 (the
"Bonds"), issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of May 1, 1987, with Bank of Montreal Trust
Company, as Corporate Trustee (the "Corporate Trustee"), and Mark
F. McLaughlin (successor to Z. George Klodnicki), as Co-Trustee
(the "Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Sixth Supplemental Indenture, dated as of March 1, 1996 (the
"Supplemental Indenture") (the Mortgage and Deed of Trust as so
amended and supplemented being hereinafter referred to as the
"Mortgage"). This opinion is rendered to you at the request of
the Company. Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the
Underwriting Agreement.
In my capacity as such counsel, I have either
participated in the preparation of or have examined and am
familiar with: (a) the Company's Restatement of Articles of
Incorporation and Bylaws, each as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the 1993 Registration Statement,
the Registration Statement and Prospectus filed under the
Securities Act; (e) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Supplemental Indenture and the Underwriting Agreement; and (f)
the application made to and the resolution adopted by the Council
relating to the issuance and sale of the Bonds by the Company. I
have also examined or caused to be examined such other documents
and have satisfied myself as to such other matters as I have
deemed necessary in order to render this opinion. I have not
examined the Bonds, except a specimen thereof, and I have relied
upon a certificate of the Corporate Trustee as to the
authentication and delivery thereof.
In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me
as originals, the legal capacity of natural persons and the
conformity with the originals of all documents submitted to me as
copies. In making my examination of documents and instruments
executed or to be executed by persons other than the Company, I
have assumed that each such other person had the requisite power
and authority to enter into and perform fully its obligations
thereunder, the due authorization by each such other person for
the execution, delivery and performance thereof by such person,
and the due execution and delivery by or on behalf of such person
of each such document and instrument. In the case of any such
other person that is not a natural person, I have also assumed,
insofar as it is relevant to the opinions set forth below, that
each such other person is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such
other person was created, and is duly qualified and in good
standing in each other jurisdiction where the failure to be so
qualified could reasonably be expected to have a material effect
upon the ability of such other person to execute, deliver and/or
perform such other person's obligations under any such document
or instrument. I have further assumed that each document,
instrument, agreement, record and certificate reviewed by me for
purposes of rendering the opinions expressed below has not been
amended by oral agreement, conduct or course of dealing of the
parties thereto, although I have no knowledge of any facts or
circumstances that could give rise to such amendment.
As to questions of fact material to the opinions
expressed herein, I have relied upon certificates and
representations of officers of the Company (including but not
limited to those contained in the Underwriting Agreement, the
Supplemental Indenture and certificates delivered at the closing
of the sale of the Bonds) and appropriate public officials
without independent verification of such matters except as
otherwise described herein.
Whenever my opinions herein with respect to the
existence or absence of facts are stated to be to my knowledge or
awareness, I intend to signify that no information has come to my
attention or the attention of any other attorneys acting for or
on behalf of the Company or any of its affiliates that have
participated in the negotiation of the transactions contemplated
by the Underwriting Agreement and the Supplemental Indenture, in
the preparation of the Registration Statement and the Prospectus
or in the preparation of this opinion letter that would give me,
or them, actual knowledge that would contradict such opinions.
However, except to the extent necessary in order to give the
opinions hereinafter expressed, neither I nor they have
undertaken any independent investigation to determine the
existence or absence of such facts, and no inference as to
knowledge of the existence or absence of such facts (except to
the extent necessary in order to give the opinions hereinafter
expressed) should be assumed.
In rendering the opinions set forth in paragraph (2)
below, I have relied upon reports and/or opinions by counsel who
historically acted on behalf of the Company in real estate
transactions and transactions involving the Mortgage and in whom
I have confidence, title reports prepared in connection with the
procurement of title insurance policies on certain property of
the Company, and information from officers of the Company
responsible for the acquisition of real property and maintenance
of records with respect thereto, which I believe to be
satisfactory in form and scope and which I have no reason to
believe are inaccurate in any material respect. I have not, for
purposes of rendering such opinion, conducted an independent
examination or investigation of official title records (or
abstracts thereof) with respect to property (i) acquired by the
Company prior to the date of the most recent report and/or
opinions of counsel, (ii) as to which title insurance has been
obtained or (iii) the aggregate purchase price of which was not
material.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, I am of the opinion that:
(1) 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 that 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.
(2) The Company has good and sufficient title to
the properties described as owned by it in and as subject to
the lien of the Mortgage (except properties released under
the terms of the Mortgage), subject only to Excepted
Encumbrances as defined in the Mortgage and to minor defects
and encumbrances customarily found in properties of like
size and character that do not materially impair the use of
such properties by the Company. The description of such
properties set forth in the Mortgage is adequate to
constitute the Mortgage as a lien thereon; and, subject to
paragraph (3) hereof, the Mortgage, subject only to such
minor defects and Excepted Encumbrances, constitutes a valid
and direct lien upon said properties, which include
substantially all of the permanent physical properties and
franchises of the Company (other than those expressly
excepted). All permanent physical properties and franchises
(other than those expressly excepted) acquired by the
Company after the date of the Supplemental Indenture will,
upon such acquisition, become subject to the lien of the
Mortgage, subject, however, to such Excepted Encumbrances
and to liens, if any, existing or placed thereon at the time
of the acquisition thereof by the Company and except as
limited by bankruptcy law.
(3) [The Supplemental Indenture has been recorded
in Orleans and St. Bernard Parishes in Louisiana and a
Louisiana Form UCC-3 amending UCC File No. 36-72304 to
include the Supplemental Indenture has been filed with the
Recorder of Mortgages for the Parish of Orleans, Louisiana.
No other recordings, registrations or filings of the
Supplemental Indenture or any financing statements or other
instruments are necessary to make the liens created by the
Supplemental Indenture effective as to and enforceable
against third parties.]
or
(3) [It will be necessary to record the
Supplemental Indenture in Orleans and St. Bernard Parishes
in Louisiana and to file with the Recorder of Mortgages for
the Parish of Orleans, Louisiana, a Louisiana Form UCC-3
amending UCC File No. 36-72304 to include the Supplemental
Indenture before the liens created by the Supplemental
Indenture become effective as to and enforceable against
third parties. However, all permanent physical properties
and franchises of the Company (other than those expressly
excepted in the Mortgage) presently owned by the Company are
subject to the lien of the Mortgage, subject to minor
defects and Excepted Encumbrances of the character referred
to in paragraph (2) hereof.]
(4) The Mortgage 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 (i) as the same may be
limited by the laws of the State of Louisiana, where the
property covered thereby is located, affecting the remedies
for the enforcement of the security provided for therein,
which laws do not, in my opinion, make inadequate remedies
necessary for the realization of the benefits of such
security, and (ii) as the same may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement
of mortgagees' and other creditors' rights and general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) and is qualified under the Trust Indenture Act, and no
proceedings to suspend such qualification have been
instituted or, to my knowledge, threatened by the
Commission.
(5) The Bonds are legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting enforcement of mortgagees' and other
creditors' rights and by general equitable principles
(regardless of whether such enforceability is considered in
a proceeding in equity or at law) and are entitled to the
benefit of the security afforded by the Mortgage.
(6) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of the
New Bonds," insofar as they purport to constitute summaries
of the documents referred to therein, or of the benefits
purported to be afforded by such documents (including,
without limitation, the lien of the Mortgage), constitute
accurate summaries of the terms of such documents and of
such benefits in all material respects.
(7) The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(8) Except as to the financial statements and
other financial or statistical data included or incorporated
by reference therein, upon which I do not pass, the 1993
Registration Statement and the Registration Statement, at
the respective times of their effectiveness, and the
Prospectus, at the time it was filed with, or 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 statements of eligibility of the
Trustees on Form T-1 and Form T-2 filed as exhibits to the
1993 Registration Statement and the Registration Statement,
upon which I do not pass) the Trust Indenture Act, and the
applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions,
rules and regulations are deemed to comply therewith; and,
with respect to the 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
date first 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 are deemed to comply
therewith; the 1993 Registration Statement and the
Registration Statement have become, and on the date hereof
are, effective under the Securities Act; and, to the best of
my knowledge, no stop order suspending the effectiveness of
the 1993 Registration Statement or the Registration
Statement has been issued and no proceedings for that
purpose are pending or threatened under Section 8(d) of the
Securities Act.
(9) An appropriate resolution has been adopted by
the Council authorizing the issuance and sale of the Bonds
by the Company; to the best of my knowledge, said resolution
is in full force and effect and is not subject to any
pending appeal or request for rehearing or reconsideration;
no further approval, authorization, consent or other order
of any governmental body (other than under the Securities
Act, which has 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 Company 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 Mortgage and the Underwriting Agreement.
(10) The issuance and sale by the Company of the
Bonds and the execution, delivery and performance by the
Company of the Underwriting Agreement and the Mortgage (a)
will not violate any provision of the Company's Restatement
of Articles of Incorporation or Bylaws, each as amended, (b)
will not violate any provisions 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 Mortgage) any of the assets of the
Company pursuant to the provisions of, any mortgage,
indenture, contract, agreement or other undertaking known to
me (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 my 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).
In connection with the preparation by the Company of
the 1993 Registration Statement, the Registration Statement and
the Prospectus, I 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 1993
Registration Statement and the Registration Statement. My
examination of the 1993 Registration Statement, the Registration
Statement and the Prospectus and my discussions did not disclose
to me any information which gives me reason to believe that the
1993 Registration Statement or 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 first filed with, or transmitted
for filing to, the Commission pursuant to Rule 424(b) and at the
date hereof, contained or contains any 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.
I 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 1993 Registration Statement, the
Registration Statement or the Prospectus, as to the statements of
eligibility on Form T-1 and Form T-2 of the Trustees filed as
exhibits to the 1993 Registration Statement and the Registration
Statement or as to the information contained in the Prospectus
under the caption "Description of the New Bonds--Book-Entry
System--G&R Bonds."
I have examined the portions of the information
contained in the Registration Statement that are stated therein
to have been made on my authority, and I believe such information
to be correct. I have examined the opinions of even date
herewith rendered to you by Reid & Priest LLP and Winthrop,
Stimson, Putnam & Roberts, and concur in the conclusions
expressed therein insofar as they involve questions of Louisiana
law.
I am a member of the Louisiana Bar and do not hold
myself out as an expert on the laws of any other state. As to
all matters of New York law, I have relied, with your approval,
upon the opinion of even date herewith addressed to you by Reid &
Priest LLP of New York, New York.
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 it may not be relied upon in any manner by any
other person or for any other purpose, without my 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,
________________
EXHIBIT B
[Letterhead of Reid & Priest LLP]
March __, 1996
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
c/o Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Ladies and Gentlemen:
We, together with Laurence M. Hamric, Esq., General
Attorney--Corporate and Securities of Entergy Services, Inc.,
have acted as counsel for New Orleans Public Service Inc. (the
"Company") in connection with the issuance and sale to you
pursuant to the Underwriting Agreement, effective March __, 1996
(the "Underwriting Agreement"), between the Company and you, of
$40,000,000 aggregate principal amount of its General and
Refunding Mortgage Bonds, _____% Series due March 1, 2006 (the
"Bonds") issued pursuant to the Company's Mortgage and Deed of
Trust, dated as of May 1, 1987, with Bank of Montreal Trust
Company, as Corporate Trustee (the "Corporate Trustee"), and Mark
F. McLaughlin (successor to Z. George Klodnicki), as Co-Trustee
(the "Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Sixth Supplemental Indenture, dated as of March 1, 1996 (the
"Supplemental Indenture") (the Mortgage and Deed of Trust as so
amended and supplemented being hereinafter referred to as the
"Mortgage"). This opinion is being rendered to you at the
request of the Company. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to such terms in the
Underwriting Agreement.
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 Restatement of Articles of
Incorporation and Bylaws, each as amended; (b) the Underwriting
Agreement; (c) the Mortgage; (d) the 1993 Registration Statement,
the Registration Statement and Prospectus filed under the
Securities Act; (e) the records of various corporate proceedings
relating to the authorization, issuance and sale of the Bonds by
the Company and the execution and delivery by the Company of the
Supplemental Indenture and the Underwriting Agreement; and (f)
the application made to and the resolution adopted by the Council
relating to the issuance and sale of the Bonds by the Company.
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. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, and the conformity to the originals of the documents
submitted to us as certified or photostatic copies. We have not
examined the Bonds, except a specimen thereof, and we have relied
upon a certificate of the Corporate Trustee as to the
authentication and delivery thereof.
Subject to the foregoing and to the further exceptions
and qualifications set forth below, we are of the opinion that:
(1) The Mortgage 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 (i) as
the same may be limited by the laws of the State of Louisiana,
where the property covered thereby is located, affecting the
remedies for the enforcement of the security provided for
therein, and (ii) as the same may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization or
other similar laws affecting enforcement of mortgagees' and other
creditors' rights and general equitable principles (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and is qualified under the Trust Indenture Act,
and no proceedings to suspend such qualification have been
instituted or, to our knowledge, threatened by the Commission.
(2) The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or other similar laws affecting
enforcement of mortgagees' and other creditors' rights and by
general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law)
and are entitled to the benefit of the security afforded by the
Mortgage.
(3) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of the New
Bonds," 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 Company.
(5) 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 1993
Registration Statement and the Registration Statement, at the
respective times of their effectiveness, and the Prospectus, at
the time it was filed with, or 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 statements of
eligibility of the Trustees on Form T-1 and Form T-2 filed as
exhibits to the 1993 Registration Statement and the Registration
Statement, upon which we do not pass) the Trust Indenture Act,
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; and, with respect to
the 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 date first 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 are deemed to comply
therewith; the 1993 Registration Statement and the Registration
Statement have become, and on the date hereof are, effective
under the Securities Act; and, to the best of our knowledge, no
stop order suspending the effectiveness of the 1993 Registration
Statement and the Registration Statement has been issued and no
proceedings for that purpose are pending or threatened under
Section 8(d) of the Securities Act.
(6) An appropriate resolution has been adopted by the
Council authorizing the issuance and sale of the Bonds by the
Company; to the best of our knowledge, said resolution is in full
force and effect; no further approval, authorization, consent or
order of any governmental body (other than under the Securities
Act, which has 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 Company pursuant to the Underwriting
Agreement; and no further approval, authorization, consent or
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 Mortgage and the Underwriting Agreement.
In passing upon the forms of the 1993 Registration
Statement, 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 1993 Registration Statement, 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 1993 Registration
Statement, 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 1993 Registration Statement and
the Registration Statement. Our examination of the 1993
Registration Statement, the Registration Statement and the
Prospectus and our discussions did not disclose to us any
information which gives us reason to believe that the 1993
Registration Statement or 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 first filed with, or transmitted
for filing to, the Commission pursuant to Rule 424(b) and at the
date hereof, contained or contains any 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 1993 Registration Statement, the
Registration Statement or the Prospectus, as to the statements of
eligibility on Form T-1 and Form T-2 of the Trustees filed as
exhibits to the 1993 Registration Statement and the Registration
Statement or as to the information contained in the Prospectus
under the caption "Description of the New Bonds--Book-Entry
System--G&R Bonds."
We have examined the portions of the information
contained in the 1993 Registration Statement and the Registration
Statement that are stated therein to have been made on our
authority, and we believe such information to be correct. 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 by Laurence M. Hamric, Esq., General
Attorney--Corporate and Securities of Entergy Services, Inc.,
counsel for the Company. We have not examined into and are not
passing upon matters relating to incorporation of the Company,
titles to property, franchises or the lien of the Mortgage.
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 it may not be relied upon in any manner by any
other person or for any other purpose, without our prior written
consent, except that Laurence M. Hamric, Esq., General Attorney--
Corporate and Securities of Entergy Services, Inc. may rely on
this opinion as to all matters of New York law in rendering his
opinion required to be delivered under the Underwriting
Agreement.
Very truly yours,
REID & PRIEST LLP
EXHIBIT C
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
March __, 1996
Salomon Brothers Inc
Bear, Stearns & Co. Inc.
c/o Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Ladies and Gentlemen:
We have acted as counsel for you as the several
underwriters of $40,000,000 in aggregate principal amount of
General and Refunding Mortgage Bonds, ____% Series due March 1,
2006 (the "Bonds"), issued by New Orleans Public Service Inc.
(the "Company") under the Company's Mortgage and Deed of Trust,
dated as of May 1, 1987, with Bank of Montreal Trust Company, as
Corporate Trustee (the "Corporate Trustee"), and Mark F.
McLaughlin (successor to Z. George Klodnicki), as Co-Trustee (the
"Co-Trustee" and, together with the Corporate Trustee, the
"Trustees"), as heretofore amended and supplemented by all
indentures amendatory thereof and supplemental thereto, including
the Sixth Supplemental Indenture, dated as of March 1, 1996 (the
"Supplemental Indenture") (the Mortgage and Deed of Trust as so
amended and supplemented being hereinafter referred to as the
"Mortgage"), pursuant to the Underwriting Agreement between you
and the Company effective March , 1996 (the "Underwriting
Agreement").
We are members of the New York Bar and, for purposes of
this opinion, do not hold ourselves out as experts on the laws of
any jurisdiction other than the State of New York and the United
States of America. We have, with your consent, relied upon an
opinion of even date herewith addressed to you by Laurence M.
Hamric, Esq., General Attorney--Corporate and Securities of
Entergy Services, Inc., counsel for the Company, as to the
matters covered in such opinion relating to Louisiana law. We
have reviewed said opinion and believe that it is satisfactory.
We have also reviewed the opinion of Reid & Priest LLP required
by Section 7(d) of the Underwriting Agreement, and we believe
said opinion to be satisfactory.
We have also examined such documents and satisfied
ourselves as to such other matters as we have deemed necessary in
order to enable us to express this opinion. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and statements in the 1993
Registration Statement and the Registration Statement hereinafter
mentioned. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals, and the conformity to the originals of the
documents submitted to us as certified or photostatic copies. We
have not examined the Bonds, except a specimen thereof, and we
have relied upon a certificate of the Corporate 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, titles to property, franchises
or the lien of the Mortgage. 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 Mortgage 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 (i) as
the same may be limited by the laws of the State of Louisiana,
where the property covered thereby is located, affecting the
remedies for the enforcement of the security provided for
therein, and (ii) as the same may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization or other
similar laws affecting enforcement of mortgagees' and other
creditors' rights and general equitable principles (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and is qualified under the Trust Indenture Act,
and no proceedings to suspend such qualification have been
instituted or, to our knowledge, threatened by the Commission.
(2) The Bonds are legal, valid and binding obligations
of the Company enforceable in accordance with their terms, except
as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization or other similar laws affecting enforcement of
mortgagees' and other creditors' rights and by general equitable
principles (regardless of whether such 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
Mortgage.
(3) The statements made in the Prospectus and the
Prospectus Supplement under the captions "Description of the New
Bonds," 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 Company.
(5) An appropriate resolution has been adopted by the
Council authorizing the issuance and sale of the Bonds by the
Company and to the best of our knowledge, such resolution is in
full force and effect; and no further approval, authorization,
consent or order of any governmental body (other than under the
Securities Act, which has 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 Company 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 1993
Registration Statement and the Registration Statement, at the
respective times of their effectiveness, and the Prospectus, at
the time it was filed with, or 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 statements of
eligibility of the Trustees on Form T-1 and Form T-2 filed as
exhibits to the 1993 Registration Statement and the Registration
Statement, upon which we do not pass) the Trust Indenture Act,
and the applicable instructions, rules and regulations of the
Commission thereunder or pursuant to said instructions, rules and
regulations are deemed to comply therewith; the 1993 Registration
Statement and the Registration Statement and, with respect to the
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 date first 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 are deemed to comply
therewith; the 1993 Registration Statement and the Registration
Statement have become, and on the date hereof are, effective
under the Securities Act; and, to the best of our knowledge, no
stop order suspending the effectiveness of the 1993 Registration
Statement and 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 forms of the 1993 Registration
Statement and the Registration Statement and the form of 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 1993
Registration Statement and 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
1993 Registration Statement, the Registration Statement and the
Prospectus, we have had discussions with certain officers,
employees and representatives of the Company and Entergy Services
Inc., with counsel for the Company and with your representatives.
Our review of the 1993 Registration Statement, the Registration
Statement and the Prospectus and our discussions did not disclose
to us any information that gives us reason to believe that the
1993 Registration Statement and 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 first filed with,
or transmitted for filing to, the Commission pursuant to Rule
424(b) and at the date hereof, contained or contains any 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 1993 Registration
Statement and the Registration Statement or the Prospectus, as to
the statements of eligibility on Form T-1 and Form T-2 of the
Trustees filed as exhibits to the 1993 Registration Statement and
the Registration Statement or as to the information contained in
the Prospectus under the caption "Description of the New Bonds--
Book-Entry System--G&R Bonds."
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 D
ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS
PURSUANT TO SECTION 7(f)(iv) OF THE UNDERWRITING AGREEMENT
FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS
REFERRED TO THEREIN
Caption Page Items
Annual Report on Form 10-
K for the year ended
December 31, 1995
"INDUSTRY SEGMENTS - 34 The percentages of gas operating
Narrative Description of revenues (by source) for the
NOPSI Industry Segments- twelve month period ended
- -Natural Gas Service" December 31, 1995.
"MANAGEMENT'S FINANCIAL 47 The amounts of first mortgage
DISCUSSION AND ANALYSIS, bonds and preferred stock
LIQUIDITY AND CAPITAL issuable by the Company at
RESOURCES" December 31, 1995 based upon the
Company's most restrictive
applicable tests and the assumed
annual interest and dividend
rates stated therein.
"SELECTED FINANCIAL DATA 115 The amounts of electric operating
- - FIVE YEAR COMPARISON" revenues (by source) for the
twelve month periods ended
December 31, 1995 and 1994.